Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. As promptly as practicable after the date of this Agreement, the Company shall prepare a proxy statement (the “Proxy Statement”), reasonably satisfactory to the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its shareholders as promptly as practicable after filing with the Commission.

Preparation of Proxy Statement. As The Company shall promptly as practicable after prepare and file with the date of this AgreementSEC the preliminary Proxy Statement; provided, however, that the Company shall prepare a proxy statement (furnish such preliminary Proxy Statement to Parent for review and comment before such filing with the “Proxy Statement”), reasonably satisfactory to the Purchaser SEC and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of that such preliminary Proxy Statement shall be provided subject to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and Parent’s prior to the filing approval of the preliminary Proxy Statement, which approval shall not be unreasonably withheld or delayed; provided that, notwithstanding the foregoing, the Company may file any such preliminary Proxy Statement in the absence of such approval in the form the Company in good faith believes is necessary to comply with the CommissionApplicable Law. The Purchaser Company and Parent shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or the Purchaser’s special counsel supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. As promptly as practicable after comments are received from the SEC with respect to the preliminary Proxy Statement, the Company shall use commercially reasonable efforts to respond to the comments of the SEC. The Company shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to the SEC, and the amended or supplemented Proxy Statement shall be subject to Parent’s prior approval, which approval shall not be unreasonably withheld or delayed; provided that, notwithstanding the foregoing, the Company may file any such amended or supplemented Proxy Statement in writing the absence of such approval in the form the Company in good faith believes is necessary to counsel comply with Applicable Law. Parent shall promptly provide the Company with such information 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. The Company hereby covenants and agrees with Parent that the Proxy Statement (at the time it is first mailed to stockholders of the Company and at the time of the meeting of the stockholders of the Company contemplated in Section 5.3) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this sentence shall not apply to information contained in the Proxy Statement that was supplied by Parent for inclusion therein). If, at any time prior to the meeting of the stockholders of the Company contemplated in Section 5.3, any event with respect to the Company, Xxxxx Xxxxxxx & Xxxx LLPor with respect to other information supplied by the Company for inclusion in the Proxy Statement, no later than four (4) Business Days after receipt of occurs and such draft of the preliminary Proxy Statement (all comments event is required to be described in a supplement to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materialsStatement, the Company shall furnish to promptly notify Parent of such occurrence and shall promptly prepare, file and disseminate such supplement. After all the Purchaser and special counsel to the Purchaser a copy of any correspondence comments received from the Commission relating SEC have been cleared by the SEC staff and all information required to be contained in the proxy statement and Proxy Statement has been included therein by the proposed response to Company, the Commission’s comments and provide Company shall file the Purchaser and special counsel to the Purchaser definitive Proxy Statement with the opportunity to review SEC and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its shareholders stockholders of record, as of the record date established by the board of directors of the Company, as promptly as practicable after filing with the Commissionthereafter.

Preparation of Proxy Statement. As promptly soon as practicable after the date of this Agreementhereof (and in any event within twenty (20) Business Days hereof), the Company shall prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”), reasonably satisfactory to the Purchaser and its special counsel, soliciting the approval . The Board of Directors of the Company’s common shareholders Company shall make the Company Recommendation and shall include such Company Recommendation (and Fairness Opinion) in the Proxy Statement; provided, however, that the Board of Directors of the Transaction Documents (other than the Services Agreement) Company may make a Company Adverse Recommendation Change pursuant to, and the transactions contemplated thereby (the “Proposal”)in accordance with, Section 5.02. The draft of such preliminary Company will cause the Proxy Statement shall be provided to Statement, at the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing time of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt mailing of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided or any amendments or supplements thereto, and at the time of the Shareholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Purchaser Company with respect to information specifically supplied by Parent or the Purchaser’s special counsel shall be Merger Sub, for inclusion or incorporation by reference in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments theretoStatement. The Company shall cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the California Code and to satisfy all rules of Nasdaq. The Company shall promptly notify Parent and regulations promulgated by Merger Sub upon the Commissionreceipt of any comments or requests from the SEC, the staff of the SEC or any other government officials related to the Proxy including for amendments or supplements to the Proxy Statement, and shall promptly provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, the staff of the SEC or any other government officials related to the Proxy, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the Commission SEC or its staff, such responses to be reasonably satisfactory the staff of the SEC with respect to the Purchaser Proxy Statement, and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser provide Parent and special Merger Sub and their respective counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the reasonable opportunity to review and comment on such proposed any response to the CommissionSEC or its staff. The Company will use diligent efforts Prior to cause the definitive filing of the Proxy Statement or the dissemination thereof to be mailed the holders of Company Common Stock, the Company shall provide Parent and Merger Sub a reasonable opportunity to its shareholders as promptly as practicable after filing with the Commissionreview and to propose comments on such document.

Preparation of Proxy Statement. As promptly as reasonably practicable following the date hereof, the Company and Parent will cooperate in preparing and each will cause to be filed with the SEC mutually acceptable proxy materials that constitute the joint proxy statement/prospectus relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting and the matters to be submitted to the stockholders of Parent at the Parent Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent will prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Parent's prospectus. Each of Parent and the Company will use reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby and thereby. Parent and the Company will, as promptly as practicable after receipt thereof, provide the date other party copies of this Agreementany written comments and advise the other party of any oral comments, with respect to the Company shall prepare a proxy statement (the “Joint Proxy Statement”), reasonably satisfactory to /Prospectus or Form S-4 received from the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”)SEC. The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments parties will cooperate and provide the Purchaser and special counsel to the Purchaser other with the a reasonable opportunity to review and comment on such proposed response any amendment or supplement to the CommissionJoint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. The Company Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both parties, which approval will not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval will apply only with respect to information relating to the other party or its business, financial condition or results of operations. Parent will use diligent commercially reasonable efforts to cause the definitive Joint Proxy Statement Statement/Prospectus to be mailed to its shareholders Parent stockholders, and the Company will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case as promptly as practicable after filing the Form S-4 is declared effective under the Securities Act. Parent will also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the CommissionMerger and each of the Company and Parent will furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company, which information should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such 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 which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent and the Company.

Preparation of Proxy Statement. As promptly Stockholders -------------------------------------------- Meeting. (a) The Company shall, as practicable after soon as practicable, prepare and file ------- with the date of this AgreementSEC the proxy materials that shall constitute the proxy statement relating to the Merger and the Transactions to be submitted to the Company's stockholders at the Company Stockholders Meeting to approve the Merger and the Transactions (such proxy materials, and any amendments or supplements, the "PROXY STATEMENT") in preliminary form, and the Company shall prepare a proxy statement (the “Proxy Statement”), reasonably satisfactory to the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its --------------- reasonable best efforts to respond as promptly as practicable to any comments of the Commission or its staff, such responses SEC with respect thereto. The Parent shall promptly provide to the Company all information regarding the Parent required to be reasonably satisfactory to included in the Purchaser Proxy Statement in accordance with the Exchange Act and the rules of the SEC thereunder. Except as otherwise expressly permitted in accordance with Section 6.02(d), the Proxy Statement shall include the recommendation --------------- of the Company Board as provided in Section 4.04(b). Parent and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company counsel --------------- shall furnish to the Purchaser and special counsel to the Purchaser be given a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the reasonable opportunity to review and comment on the Proxy Statement and all related proxy materials prior to such proposed response documents being filed with the SEC. At the earliest practical date following clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to prepare and file with the Commission. The Company will use diligent efforts SEC the definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to its shareholders as promptly as the Company's stockholders, in each case at the earliest practicable after date following the filing of the preliminary Proxy Statement with the CommissionSEC. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement.

Preparation of Proxy Statement. As promptly as practicable The Company, after the date of this Agreementproviding Parent with a reasonable opportunity to review and comment, shall prepare and file a preliminary proxy statement to be used in connection with the Company shall prepare a proxy statement Shareholder Meeting (the “Proxy Statement”), ) with the SEC as soon as reasonably satisfactory to the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days practicable following the date hereof and prior of this Agreement. The Company shall use its reasonable best efforts to have the filing Proxy Statement cleared by the SEC as promptly as practicable after filing. The Company shall notify Parent promptly of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft any written or oral comments from the SEC or its staff and of any request by the preliminary Proxy Statement (all comments SEC or its staff for amendments or supplements to the Proxy Statement provided by or for additional information and will supply Parent with copies of all correspondence between the Purchaser Company or any of its representatives, on the Purchaser’s special counsel shall be in one hand, and the form of word for word proposed revisions and not general suggestions)SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall file prepare written responses, after providing Parent with a reasonable opportunity to review and comment, with respect to such written comments. The Company will advise Parent promptly after it receives notice that the Commission the preliminary Proxy Statement no later than five (5) Business Days following has been cleared by the date SEC or any request by the SEC for amendment of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments theretoProxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. To the extent permitted by Law, the Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its the Company’s shareholders as promptly as practicable after filing the date the SEC staff advises that it has no further comments thereon or 34 that the Company may commence mailing the Proxy Statement. If at any time prior to the Company Shareholder Meeting there shall occur any event (including discovery of any fact, circumstance or event by any party hereto) that should be set forth in an amendment or supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto and the Company shall promptly prepare and mail to its shareholders such an amendment or supplement, in each case to the extent required by applicable Law. Parent shall cooperate with the CommissionCompany in the preparation of the Proxy Statement or any amendment or supplement thereto.

Preparation of Proxy Statement. As (a) Each of the Company and Parent 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 promptly prepare and file with the SEC as promptly as reasonably practicable after a preliminary Proxy Statement (and in any event no later than 30 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall cooperate with Parent with respect to additions, deletions or changes suggested by Parent in connection therewith. The Company shall promptly 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 prepare a proxy statement (the “Proxy Statement”), use its reasonable best efforts to respond as promptly as reasonably satisfactory practicable to the Purchaser comments of the SEC. The Company will promptly supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall provide Parent and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided legal counsel with a reasonable opportunity to the Purchaser and special counsel review any amendment or supplement to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall cooperate with Parent with respect to additions, deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide the Company with such information 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 promptly file the definitive Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions SEC and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its shareholders (including by electronic delivery if permitted) as promptly as practicable after filing with practicable, to its stockholders of record, as of the Commissionrecord date established by the Board of Directors of the Company.

Preparation of Proxy Statement. As promptly as reasonably practicable after the date hereof (and in any event within fifteen business days), the Company, with the assistance of Parent, shall prepare, and the Company shall file with the SEC, the preliminary Proxy Statement in form and substance reasonably satisfactory to each of the Company and Parent relating to the Merger and the transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement shall reflect the Recommendation and shall include a description of the other Board Actions. The Company shall prepare a proxy statement (also include in the “Proxy Statement”), reasonably satisfactory to and represents that it will have obtained at the Purchaser and its special counsel, soliciting the approval relevant time all necessary consents of the Company’s common shareholders of financial advisor to permit the Transaction Documents (other than Company to include in the Services Agreement) and Proxy Statement, in its entirety, the transactions contemplated thereby (Fairness Opinion, together with a summary thereof. Parent shall cooperate with the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to Company in the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing preparation of the preliminary Proxy Statement with and the Commission. The Purchaser or the Purchaser’s special counsel definitive Proxy Statement and shall provide any comments in writing to counsel furnish to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of Company the preliminary Proxy Statement (all comments information relating to the Proxy Statement provided it and Merger Sub required by the Purchaser Exchange Act or as reasonably requested by the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions)Company. The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts commercially reasonable efforts, after consultation with Parent, to respond as promptly as practicable to any comments of the Commission SEC and to cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders in accordance with Section 6.01(a). Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps reasonably necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as, and to the extent, required by applicable Law. The Company shall promptly provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from the SEC or its staff (including any request by the SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or the definitive Proxy Statement), and the Company and Parent shall cooperate in filing with the SEC or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materialsand, if required, the Company shall furnish mail to the Purchaser its shareholders, as promptly as reasonably practicable, such amendment or supplement. Parent and special its counsel to the Purchaser shall be given a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the reasonable opportunity to review any written responses to such SEC comments and comment on such proposed response the Company shall give due consideration to the Commissionreasonable additions, deletions or changes suggested thereto by Parent and its counsel. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its shareholders as promptly as practicable after filing shall comply in all material respects with the Commissionall applicable requirements of Law.

Preparation of Proxy Statement. As Parent shall prepare (with the Company’s reasonable cooperation) and, as promptly as reasonably practicable (but in no event later than sixty (60) Business Days) after the date of this Agreementhereof, file with the Company shall prepare SEC a proxy statement to be sent to the stockholders of Parent relating to the Stockholders Meeting (the “Proxy Statement”); provided, reasonably satisfactory that Parent shall not be in breach of its obligations under this Section 8.08 if its failure to timely file the Purchaser and its special counsel, soliciting Proxy Statement with the approval of SEC is due to the Company’s common shareholders failure to timely deliver any required information for inclusion in the Proxy Statement (including the delivery of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”Required Financial Statements). The draft of such preliminary Proxy Statement shall be provided Subject to applicable Law, and anything in this Agreement to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and contrary notwithstanding, prior to the filing of the preliminary Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of Parent, or responding to any comments from the SEC with the Commission. The Purchaser or the Purchaser’s special counsel respect thereto, Parent shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLPSeller and their counsel with a reasonable opportunity to review such document or response, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all and Parent shall consider in good faith any comments to the Proxy Statement provided proposed by the Purchaser or the Purchaser’s special counsel Company and Seller thereto. Parent shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file use commercially reasonable efforts (with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date reasonable assistance of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts ) to respond promptly to any comments from the SEC or the staff of the Commission or its staff, such responses to be reasonably satisfactory SEC with respect to the Purchaser Proxy Statement (or any amendment or supplement thereto). Parent shall notify the Company and Seller promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Company and Seller with copies of all correspondence between the Parent and any of its special counselrepresentatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. Prior The Proxy Statement shall comply as to responding form in all material respects with the requirements of the Exchange Act. If at any time prior to the Stockholders Meeting (or any adjournment or postponement thereof) any information relating to any comments of the Commission on such proxy materialsparties hereto, or any of their respective Affiliates, officers or directors, is discovered by Parent, the Company shall furnish or Seller (in the case of the Company and Seller, solely with respect to the Purchaser and special counsel information supplied by the Company or Seller, as applicable) that should be set forth in an amendment or supplement to the Purchaser Proxy Statement so that the Proxy Statement would not include a copy misstatement of a material fact or omit to state any correspondence from material fact necessary to make the Commission relating statements therein, in light of the circumstances under which they were made, not misleading, then the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC and, to the proxy statement and the proposed response extent required by applicable Law, disseminated to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commissionstockholders of Parent. The Company will use diligent efforts to Parent shall cause the definitive Proxy Statement to be mailed to its shareholders Parent’s stockholders as promptly as reasonably practicable (and in any event no later than five (5) Business Days) after Parent is made aware of the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (which resolution will be deemed to occur if the SEC has not affirmatively notified the Company prior to the end of the tenth (10th) calendar day after filing with the Commissionpreliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement, the “Clearance Date”).

Preparation of Proxy Statement. As promptly as reasonably practicable after the date hereof, Rotor shall, with the assistance of the Company pursuant to this AgreementSection 5.9, prepare and, following delivery of the PCAOB Financials to Rotor pursuant to Section 5.16(a), file with the SEC, the Company Proxy Statement (it being understood that the Proxy Statement shall prepare include a proxy statement (which will be used for the “Proxy Statement”), purpose of soliciting proxies from the stockholders of Rotor at the Rotor Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably satisfactory related to the Purchaser Transaction Proposals, all in accordance with and its special counselas required by Rotor’s Governing Documents and applicable Law, soliciting including any applicable Federal Securities Laws) in which Rotor shall (a) provide the approval stockholders of Rotor with the Company’s common shareholders opportunity to redeem the Rotor Class A Shares pursuant to a Rotor Stockholder Redemption, and (b) solicit proxies from the stockholders of Rotor to vote at the Rotor Stockholders Meeting in favor of the Transaction Documents (other than Proposals, each in accordance with and as required by Rotor’s Governing Documents, applicable Federal Securities Laws. The Proxy Statement will comply as to form and substance with the Services Agreement) applicable requirements of the Securities Act and the transactions contemplated thereby (Exchange Act and the “Proposal”)rules and regulations thereunder. The draft of such preliminary Proxy Statement Company and its counsel shall be provided given a reasonable opportunity to the Purchaser review, comment on and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing approve in writing each of the preliminary and final Proxy Statement and any amendment or supplement thereto prior to its filing with the CommissionSEC (to which comments reasonable and good faith consideration shall be given by Rotor). The Purchaser or Rotor shall not file any such documents with the Purchaser’s special counsel shall provide SEC (including in response to any comments in writing to counsel to from the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four SEC with respect thereto) without the prior written consent (4email being sufficient) Business Days after receipt of such draft of the preliminary Proxy Statement Company (all comments such consent not to be unreasonably withheld, conditioned or delayed). Rotor shall use its reasonable best efforts, with the assistance of the other Parties hereto, to promptly respond to any comments, requests to amend or requests for additional information with respect to the Proxy Statement by the SEC. Each of Rotor and the Company shall promptly furnish to the other all information concerning such Party, its Affiliates and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.9 or for inclusion in any other statement, filing, notice or application made by or on behalf of Rotor to the SEC or applicable Stock Exchange in connection with the transactions contemplated by this Agreement and the Ancillary Documents (the “Other Required Filings”). Each of Rotor and the Company shall promptly correct any information provided by the Purchaser or the Purchaser’s special counsel shall be it for use in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5and other related materials) Business Days following if and to the date of extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Rotor shall amend or supplement the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall Proxy Statement and cause the Proxy Statement Statement, as so amended or supplemented, to comply be filed with the rules SEC and regulations promulgated to be disseminated to Rotor’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Rotor’s Governing Documents. The Parties will notify each other promptly of the receipt of any comments, whether written or oral, from the SEC and of any request by the CommissionSEC for amendments or supplements to the Proxy Statement or any Other Required Filing, or for additional information, and will supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to such filings. Without limiting the generality of the foregoing, (1) the Rotor Parties shall not, and shall cause their respective Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Entity regarding the matters contemplated by this Section 5.9 without first consulting with the Company and providing the Company the opportunity to participate in such meetings or discussion and (2) the Company shall not, and shall cause its Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Entity regarding the matters contemplated by this Section 5.9 without first consulting with Rotor and providing Rotor the opportunity to participate in such meetings or discussions. Each of the Parties hereto shall use its reasonable best efforts to respond promptly to any comments ensure that none of the Commission information related to it or any its staffRepresentatives, such responses supplied by or on its behalf for inclusion in the Proxy Statement or any Other Required Filing will, at the time the Proxy Statement is filed with the SEC, at each time at which it is amended, or at the time it is mailed to Rotor’s stockholders, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be reasonably satisfactory stated therein or necessary to make the Purchaser and its special counsel. Prior to responding to any comments statements therein, in light of the Commission on such proxy materialscircumstances under which they are made, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its shareholders as promptly as practicable after filing with the Commissionnot misleading.

Preparation of Proxy Statement. As promptly (a) The Company shall, as practicable soon as practicable, but in any event (assuming prompt compliance by the other parties with their obligations under this Section 7.02) within thirty (30) days after the date hereof, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if requested by Merger Sub and applicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC (provided, that if the Proxy Statement is not filed within 30 days after the date of this Agreement, but the Company shall prepare a proxy statement (the “Proxy Statement”), reasonably satisfactory is using its best efforts to the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to cause the Proxy Statement provided to be promptly filed, it shall not be deemed a material breach of this Agreement by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestionsCompany). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall thereafter use its best commercially reasonable efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser SEC (after providing Merger Sub with a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the reasonable opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts thereon) and to cause the definitive Proxy Statement to be mailed to its shareholders the Company's stockholders as promptly as practicable after filing responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Merger Sub 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 the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement (other than portions relating to the Merger Sub or the Investor Group) to comply in all material respects with the Commissionapplicable provisions of the Exchange Act and 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). Merger Sub and the members of the Investor Group shall cooperate with the Company in the preparation of the Proxy Statement, and without limiting the generality of the foregoing, each party shall promptly furnish to the other such information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any change in such information. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing the Merger Sub a reasonable opportunity to review and comment thereon.

Preparation of Proxy Statement. As promptly as practicable after the date of this Agreement, the Company shall prepare a proxy statement (the “Proxy Statement”), reasonably satisfactory to the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx Lxxxx Lxxxxxx & Xxxx Sxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its shareholders as promptly as practicable after filing with the Commission.

Preparation of Proxy Statement. As promptly soon as practicable after the date of this Agreementhereof (and in any event, within fifteen (15) Business Days hereof, assuming the Company has received all required information from Parent), the Company shall, with the assistance of Parent, prepare and shall prepare cause to be filed with the SEC in preliminary form a proxy statement relating to the Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 5.02(e), reasonably satisfactory to the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided include the Company Board Recommendation with respect to the Purchaser Merger and special counsel the Fairness Opinion. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Purchaser for their review no later than ten (10) Business Days following Company the date hereof and prior information relating to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided it required by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions Exchange Act and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by thereunder to be set forth in the CommissionProxy Statement promptly following any request therefor from the Company. The Company shall, and shall use assuming Parent’s compliance with its best efforts obligations under Section 6.01(b), cause the Proxy Statement, at the date of mailing to respond promptly the Company’s shareholders, to any comments comply as to form in all material respects with the provisions of the Commission or its staff, such responses Exchange Act and the rules and regulations promulgated thereunder and to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments satisfy all rules of the Commission on such proxy materialsNYSE. Notwithstanding the foregoing, the Company shall furnish to not file the Purchaser and special Proxy Statement, or any amendment or supplement thereto, without providing Parent, Merger Sub or their counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the reasonable opportunity to review and comment on thereon (and such proposed response to comments shall be reasonably considered by the CommissionCompany). The Company will shall, promptly (i) notify Parent of the receipt of any comments or inquiries received by the Company from the SEC or the staff thereof related to the Proxy Statement or any request for additional information, and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement. The Company shall provide Parent, Merger Sub and their counsel with copies of any written comments or responses to be submitted by the Company in response to any comments or inquiries from the SEC or the staff thereof and shall provide Parent and Merger Sub and their counsel a reasonable opportunity to participate in the formulation of any written responses to any such written comments of the SEC or its staff relating to the Proxy Statement. The Company shall use diligent its reasonable best efforts to cause resolve, and each Party agrees to consult and cooperate with the definitive other Parties and use reasonable best efforts in resolving, all SEC comments with respect to the Proxy Statement to be mailed to its shareholders as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC as promptly as reasonably practicable following the filing with the Commissionthereof.

Preparation of Proxy Statement. As promptly soon as practicable after the date of this AgreementAgreement (and in any event, within twenty (20) Business Days hereof, assuming the Company has received all required information from Parent), the Company shall prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 5.02(e), reasonably satisfactory the Proxy Statement shall include the Company Board Recommendation with respect to the Purchaser Merger. Each of Parent, Silk USA and Merger Sub will cooperate with the Company in connection with the preparation of the Proxy Statement, including by furnishing to the Company the information relating to it and/or its special counselAffiliates or Representatives required by the Exchange Act to be set forth in the Proxy Statement promptly following any request therefor from the Company. The Company shall, soliciting assuming Parent’s compliance with its obligations under Section 6.01(b), cause the approval Proxy Statement, at the date of mailing to the Company’s common shareholders stockholders, to comply as to form in all material respects with the provisions of the Transaction Documents (other than Exchange Act. Notwithstanding the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materialsforegoing, the Company shall furnish to not file the Purchaser and special Proxy Statement, or any amendment or supplement thereto, without providing Parent, Silk USA, Merger Sub or their counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the reasonable opportunity to review and comment on thereon (and such proposed response comments shall be reasonably considered by the Company); provided, that in connection with an Acquisition Proposal, a Superior Proposal, a Change in Company Board Recommendation, or an Intervening Event, so long as the only information contained therein with respect to Parent, Silk USA or Merger Sub relates to this Agreement or the Commissiontransactions contemplated hereby or any other Acquisition Proposal made by Parent, Silk USA or Merger Sub, the Company’s only obligation shall be to provide to Parent a copy of such filing, or amendment or supplement thereto, in advance of filing. The Company will shall promptly notify Parent of the receipt of any written or oral comments or substantive inquires received by the Company from the SEC or the staff thereof related to the Proxy Statement or any request for additional information. The Company shall promptly provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement, shall provide Parent, Silk USA, Merger Sub and their counsel with copies of any written responses to be submitted by the Company in response to any comments or substantive inquiries from the SEC or the staff thereof and shall provide Parent, Silk USA and Merger Sub and their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company); provided, that in connection with an Acquisition Proposal, a Superior Proposal, a Change in Company Board Recommendation, or an Intervening Event, so long as the only information contained therein with respect to Parent, Silk USA or Merger Sub relates to this Agreement or the transactions contemplated hereby or any other Acquisition Proposal made by Parent, Silk USA or Merger Sub, the Company’s only obligation shall be to provide to Parent a copy of such written response in advance of submission to the SEC or the staff thereof. The Company shall use diligent its reasonable best efforts to cause resolve, and each Party agrees to consult and cooperate with the definitive other Parties and use reasonable best efforts in resolving, all SEC comments with respect to the Proxy Statement to be mailed to its shareholders as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC as promptly as reasonably practicable following the filing with the Commissionthereof.

Preparation of Proxy Statement. As promptly as reasonably practicable (but in any event within five (5) Business Days) after the Go-Shop Period End Date (or such earlier date as the Company determines in its sole discretion), subject to the receipt from Parent and Merger Sub of the information described in the third sentence of this AgreementSection 6.6(c) (Preparation of Proxy Statement), the Company shall prepare a proxy statement (the “Proxy Statement”), reasonably satisfactory to the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission SEC the preliminary Proxy Statement no later than five (5) Business Days following the date Statement, and each of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and Parent shall use its best reasonable efforts to respond as promptly as practicable to any comments of the Commission SEC with respect thereto. Subject to Section 6.4(e) (Change in Recommendation; Termination), the Proxy Statement shall include the Company Board Recommendation. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required to be set forth in the Proxy Statement or reasonably requested by the Company for inclusion therein. Each of Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and to correct any material omissions therein. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff, such responses to be reasonably satisfactory staff and of any request by the SEC or its staff for amendments or supplements to the Purchaser Proxy Statement or for additional information and shall make available to Parent copies of all correspondence between the Company and the SEC or its special counselstaff with respect to the Proxy Statement. Prior If at any time prior to responding to any comments receipt of the Commission on such proxy materialsRequired Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall furnish promptly prepare and mail to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments its stockholders such an amendment or supplement. The Company shall cooperate with and provide the Purchaser Parent and special its counsel to the Purchaser with the a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and comment on such proposed response shall provide Parent and their counsel a reasonable opportunity to review all amendments and supplements to the CommissionProxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company will shall give reasonable and good faith consideration to any comments made by Parent or its counsel. The Company shall use diligent its reasonable efforts to cause the definitive Proxy Statement to be mailed to its shareholders the Company’s stockholders as promptly as practicable (but in any event within ten (10) Business Days) after filing with the CommissionSEC confirms that it has no further comments on the Proxy Statement.

Preparation of Proxy Statement. Parent, Merger Sub and the Company shall promptly prepare and the Company shall file with the SEC the preliminary Proxy Statement for use in connection with the solicitation of proxies from the Company’s stockholders in connection with the Merger and the Stockholders’ Meeting; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent for review before such filing with the SEC and that such filing shall be subject to Parent’s prior approval of the preliminary Proxy Statement, which approval shall not be unreasonably withheld or delayed. Subject to Section 4.2(d), the Proxy Statement shall include a description of the determinations and approvals, and shall include the Recommendations, of the Company’s Board of Directors. The Company and Parent shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. As promptly as practicable after comments are received from the date of this AgreementSEC with respect to the preliminary Proxy Statement, the Company, Parent and the Merger Sub shall use commercially reasonable efforts to respond to the comments of the SEC. The Company shall prepare a proxy statement give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to the SEC, and the filing of such shall be subject to Parent’s prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall promptly provide the Company with such information 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. 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 (or, in the “event the SEC has informed the Company that it will not review the preliminary Proxy Statement”), reasonably satisfactory to the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days then as promptly as practicable following the date hereof and prior to tenth (10th) day following the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestionsStatement). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to file the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser definitive Proxy Statement with the opportunity to review SEC and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its shareholders stockholders of record, as of the record date established by the Board of Directors of the Company, as promptly as practicable after filing with thereafter. Notwithstanding the Commission.foregoing, if the Board of Directors of the Company withdraws, modifies or changes the Recommendations in accordance with

Preparation of Proxy Statement. As (a) Each of the Company and Parent 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 promptly prepare and file with the SEC as promptly as reasonably practicable after a preliminary Proxy Statement (and in any event no later than 50 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall promptly 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 prepare a proxy statement (the “Proxy Statement”), use its reasonable best efforts to respond as promptly as reasonably satisfactory practicable to the Purchaser comments of the SEC. The Company will promptly supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall provide Parent and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided legal counsel with a reasonable opportunity to the Purchaser and special counsel review any amendment or supplement to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing each of the preliminary and the definitive 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 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 promptly file the definitive Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions SEC and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its shareholders (including by electronic delivery if permitted) as promptly as practicable after filing with practicable, to its stockholders of record, as of the Commissionrecord date established by the Board of Directors of the Company.

Preparation of Proxy Statement. As (a) The Company shall, as soon as practicable, but in any event within thirty (30) days after the date hereof, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") (or, if requested by Merger Sub and applicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use its commercially reasonable efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the date satisfaction of this Agreement, the staff. The Company shall prepare a proxy statement (the “Proxy Statement”), reasonably satisfactory to the Purchaser and its special counsel, soliciting the approval notify Merger Sub promptly of the Company’s common shareholders receipt of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to from the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt SEC and of such draft of any request by the preliminary Proxy Statement (all comments SEC for amendments or supplements to the Proxy Statement provided by or for additional information and shall supply Merger Sub with copies of all correspondence between the Purchaser Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions)Transactions. The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory thereunder applicable to the Purchaser Proxy Statement and its special counsel. Prior the solicitation of proxies for the Shareholders' Meeting (including any requirement to responding to any comments of amend or supplement the Commission on such proxy materials, the Company Proxy Statement) and each party shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission other such information relating to the proxy statement it and its affiliates and the proposed response to the Commission’s comments Transactions and provide the Purchaser such further and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to supplemental information as may be mailed to its shareholders as promptly as practicable after filing with the Commission.reasonably

Preparation of Proxy Statement. (a) The Company shall as promptly as reasonably practicable prepare and file with the SEC the preliminary Proxy Statement, provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent for review before such filing with the SEC and that such filing shall be subject to Parent’s prior approval of the preliminary Proxy Statement, which approval shall not be unreasonably withheld or delayed. The Company and Parent shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. As promptly as reasonably practicable after comments are received from the date of this AgreementSEC with respect to the preliminary Proxy Statement, the Company shall prepare a proxy statement (the “Proxy Statement”), reasonably satisfactory use commercially reasonable efforts to respond to the Purchaser comments of the SEC. The Company shall give Parent and its special counsel, soliciting counsel the approval opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided SEC prior to their being filed with or sent to the Purchaser SEC, and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of such shall be subject to Parent’s prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall promptly provide the preliminary Company with such information 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. After all the comments received from the SEC, if any, 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 Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions SEC and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts to cause the definitive Proxy Statement to be mailed to its shareholders stockholders of record, as of the record date established by the Board of Directors of the Company, as promptly as practicable after filing thereafter. Notwithstanding the foregoing, if this Agreement is terminated in accordance with Section 7.1(d) and the Company has complied with Section 7.3(b), the Company shall not be required to comply with the Commissionprovisions of this Section 5.1.

Preparation of Proxy Statement. As promptly (a) The Company shall, as practicable soon as practicable, but in any event (assuming prompt compliance by the other parties with their obligations under this Section 7.02) within thirty (30) days after the date hereof, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") (or, if requested by Merger Sub and applicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC (provided, that if the Proxy Statement is not filed within 30 days after the date of this Agreement, but the Company shall prepare a proxy statement (the “Proxy Statement”), reasonably satisfactory is using its best efforts to the Purchaser and its special counsel, soliciting the approval of the Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby (the “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Business Days following the date hereof and prior to the filing of the preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, Xxxxx Xxxxxxx & Xxxx LLP, no later than four (4) Business Days after receipt of such draft of the preliminary Proxy Statement (all comments to cause the Proxy Statement provided to be promptly filed, it shall not be deemed a material breach of this Agreement by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestionsCompany). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall thereafter use its best commercially reasonable efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser SEC (after providing Merger Sub with a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the Purchaser and special counsel to the Purchaser with the reasonable opportunity to review and comment on such proposed response to the Commission. The Company will use diligent efforts thereon) and to cause the definitive Proxy Statement to be mailed to its shareholders the Company's stockholders as promptly as practicable after filing responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Merger Sub 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 the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement (other than portions relating to the Merger Sub or the Investor Group) to comply in all material respects with the Commissionapplicable provisions of the Exchange Act and 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). Merger Sub and the members of the Investor Group shall cooperate with the Company in the preparation of the Proxy Statement, and without limiting the generality of the foregoing, each party shall promptly furnish to the other such information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any change in such information. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement; PROVIDED, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing the Merger Sub a reasonable opportunity to review and comment thereon.