Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. If a Company Shareholders' Meeting is required by applicable law in order to consummate the Merger, the Company shall prepare and file with the SEC the Proxy Statement as soon as reasonably practicable after Sub accepts for purchase Company Common Shares pursuant to the Offer, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Sub and the Company 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 with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company Common Shares entitled to vote at the Company Shareholders' Meeting at the earliest practicable time.

Preparation of Proxy Statement. If a Company Shareholders' Meeting is required by applicable law in order to consummate the MergerParent, the Company shall prepare and file with the SEC the Proxy Statement as soon as reasonably practicable after Sub accepts for purchase Company Common Shares pursuant to the Offerthereafter, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Sub and the Company 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 representative of the Company and the SEC with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company Common Shares Stock entitled to vote at the Company ShareholdersStockholders' Meeting at the earliest practicable time.

Preparation of Proxy Statement. If a Company Shareholders' Meeting is required by applicable law in order to consummate the Merger, the The Company shall prepare and file with the SEC the Proxy Statement as soon as reasonably practicable after Sub accepts for purchase Company Common Shares pursuant to the Offerdate hereof, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. ParentHarsco, Acquisition Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent Harsco 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 Harsco promptly copies of all correspondence between the Company or any Representative representative of the Company and the SEC 61 23 with respect to the Proxy Statement. The Company shall give Parent Harsco and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent Harsco and Acquisition Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company Common Shares Stock entitled to vote at the Company Shareholders' Meeting at the earliest practicable time.

Preparation of Proxy Statement. If a Company Shareholders' Meeting is required by applicable law in order to consummate the Merger, the The Company shall prepare and file with the SEC the Proxy Statement as soon as reasonably practicable after Sub accepts for purchase Company Common Shares pursuant to the Offerdate hereof, and shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Sub and the Company 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 with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review and comment on the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Sub agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company Common Shares Stock entitled to vote at the Company Shareholders' Stockholders’ Meeting at the earliest practicable time.

Preparation of Proxy Statement. If a Company Shareholders' Meeting is required by applicable law in order to consummate the Mergerlaw, the Company shall prepare and file with the SEC the Proxy Statement as soon as reasonably practicable after Sub accepts the first to occur of the purchase of and payment for purchase Company shares of Class A Common Shares Stock pursuant to the OfferOffer or the Merger Trigger, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Sub and the Company 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 representative of the Company and the SEC with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company Common Shares Stock entitled to vote at the Company ShareholdersStockholders' Meeting at the earliest practicable time.

Preparation of Proxy Statement. If a Company Shareholders' Meeting is required by applicable law in order to consummate the Merger, the Company MDI shall prepare and file with the SEC the Proxy Statement as soon as reasonably practicable after Sub accepts for purchase Company Common Shares pursuant to the Offerdate hereof, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company MDI shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. ParentANI, Merger Sub and the Company MDI shall cooperate with each other in the preparation of the Proxy Statement, and the Company MDI shall notify Parent ANI 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 ANI promptly copies of all correspondence between the Company MDI or any Representative representative of the Company MDI and the SEC with respect to the Proxy Statement. The Company MDI shall give Parent ANI and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the CompanyMDI, Parent Merger Sub and Sub ANI agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company MDI Common Shares Stock entitled to vote at the Company Shareholders' MDI Stockholders’ Meeting at the earliest practicable time.