Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. LFC shall prepare, in cooperation with the Purchaser, the Proxy Statement and use its commercially reasonable efforts to obtain and furnish the information required to be included by it in the Proxy Statement, and respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to the holders of LFC's capital stock ("LFC's Stockholders") at the earliest practicable time following the execution of this Agreement. The Purchaser and its counsel shall be given reasonable opportunity to review and discuss with the Companies' counsel the Proxy Statement prior to its filing with the SEC, and shall be provided with any comments that LFC and its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt of such comments. If prior to the Closing any event shall occur which is required to be set forth in an amendment or a supplement to the Proxy Statement, LFC will promptly prepare and mail to LFC's Stockholders such an amendment or supplement, provided, however, that, with respect to any event or information relating to the Purchaser giving rise to such requirement, the Purchaser shall have notified the Companies thereof in a timely fashion.

Preparation of Proxy Statement. LFC (a) As promptly as practicable after the date of this Agreement, the Company shall prepare, in cooperation file with the Purchaser, SEC the Proxy Statement and Statement. The Company will use its commercially reasonable efforts to obtain and furnish the information required to be included by it in the Proxy Statement, and respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed disseminated to the holders of LFC's capital stock the Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation. ("LFC's Stockholders"b) at Parent and Merger Sub will provide for inclusion, or incorporation by reference, in the earliest practicable time following the execution of this AgreementProxy Statement all required information regarding Parent and Merger Sub. The Purchaser Parent and its counsel shall be given reasonable opportunity to review and discuss with the Companies' counsel comment on the Proxy Statement prior to its filing Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.2), before such is filed with the SEC. In addition, the Company will provide Parent and shall be provided its counsel with (i) any comments or communications, whether written or oral, that LFC and the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) the reasonable opportunity to review and comment on such comments. If prior . (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the Closing extent that such information shall have become false or misleading in any event material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall occur which is required become necessary in order to be set forth make the statements in an amendment or a supplement to the Proxy Statement, LFC will promptly prepare in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and mail to LFC's Stockholders such an amendment or supplement, provided, however, that, with respect to any event or information relating be disseminated to the Purchaser giving rise holders of the Shares, in each case as and to such requirement, the Purchaser shall have notified the Companies thereof in a timely fashionextent required by applicable federal securities Laws.

Preparation of Proxy Statement. LFC (a) As soon as reasonably practicable after the date of this Agreement, the Company shall prepare, in cooperation file with the Purchaser, SEC the Proxy Statement and use its commercially reasonable efforts to obtain and furnish the information required to be included by it in the Proxy Statement, and respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed disseminated to the holders of LFC's capital stock the Company Common Stock, as and to the extent required by applicable federal securities Laws. Subject to Section 5.02(b), the Proxy Statement will contain the Company Recommendation. ("LFC's Stockholders"b) at Parent and Sub will provide for inclusion or incorporation by reference in the earliest practicable time following Proxy Statement all information relating to Parent or its Affiliates required by the execution of this AgreementExchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Purchaser Parent and its counsel shall be given reasonable opportunity to review and discuss with the Companies' counsel comment on the Proxy Statement prior to its filing Statement, and the Company shall consult with Parent and reasonably consider any such comments, before it is filed with the SEC. In addition, the Company will provide Parent and shall be provided with its counsel any comments or other communications, whether written or oral, that LFC and the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments. If prior comments or other communications, and Parent and its counsel shall be given reasonable opportunity to review and comment on any proposed response to the Closing SEC comments by the Company (either by way of modification to the Proxy Statement or otherwise), and the Company shall consult with Parent and reasonably consider any event such comments of Parent. (c) Each of the Company, Parent and Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall occur which is required have become false or misleading in any material respect (ii) supplement the information provided by it specifically for use in the Proxy Statement to be set forth include any information that shall become necessary in an amendment or a supplement order to make the statements in the Proxy Statement, LFC will promptly prepare in light of the circumstances under which they were made, not misleading, and mail (iii) use its reasonable best efforts to LFC's Stockholders such an amendment or supplement, provided, however, that, resolve all comments from the SEC with respect to any event the Proxy Statement as promptly as practicable. The Company further agrees to cause the Proxy Statement as so corrected or information relating supplemented promptly to be filed with the SEC and to be disseminated to the Purchaser giving rise holders of the Shares, in each case as and to such requirement, the Purchaser shall have notified the Companies thereof in a timely fashionextent required by applicable federal securities Laws.

Preparation of Proxy Statement. LFC The Company shall prepare, in cooperation with LMIC and the Purchaser, the Proxy Statement and use its commercially reasonable efforts to obtain and furnish the information required to be included by it in the Proxy Statement, shall file the Proxy Statement with the SEC, and respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to the holders of LFCCompany's capital stock ("LFC's Stockholders") Stockholders at the earliest practicable time following the execution of this Agreement. The Purchaser and its counsel shall be given reasonable opportunity to review and discuss with the Companies' Company's counsel the Proxy Statement prior to its filing with the SEC, and shall be provided with any comments that LFC the Company and its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt of such comments. If prior to the Closing any event shall occur which is required to be set forth in an amendment or a supplement to the Proxy Statement, LFC the Company will promptly prepare and mail to LFCthe Company's Stockholders such an amendment or supplement, provided, however, that, with respect to any event or information relating to the Purchaser giving rise to such requirement, the Purchaser shall have notified the Companies Company thereof in a timely fashion.

Preparation of Proxy Statement. LFC (a) As soon as reasonably practicable after the date of this Agreement, the Company shall prepare, in cooperation prepare and file with the Purchaser, SEC the Proxy Statement and Statement. The Company will use its commercially reasonable efforts to obtain and furnish the information required to be included by it in the Proxy Statement, and respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed disseminated to the holders of LFC's capital stock the Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.2, the Proxy Statement will contain the Company Recommendation and the Company shall use reasonable best efforts to obtain the Shareholder Approval. ("LFC's Stockholders"b) at Parent and Merger Sub will provide for inclusion or incorporation by reference in the earliest practicable time following the execution Proxy Statement of this Agreementall required information relating to Parent or its Affiliates. The Purchaser Parent and its counsel shall be given reasonable the opportunity to review and discuss with the Companies' counsel comment on the Proxy Statement prior to its filing before it is filed with the SEC. In addition, the Company will provide Parent and shall be provided with its counsel, in writing, any comments or other communications, whether written or oral, that LFC and the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentscomments or other communications, and will provide Parent and its counsel the opportunity to review and comment on the Company’s proposed response thereto. If prior The Company will respond promptly to any such comments from the SEC or its staff. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the Closing extent that such information shall have become false or misleading in any event material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall occur which is required become necessary in order to be set forth make the statements in an amendment or a supplement to the Proxy Statement, LFC will in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly prepare to be filed with the SEC and mail to LFC's Stockholders such an amendment or supplement, provided, however, that, with respect to any event or information relating be disseminated to the Purchaser giving rise holders of the Shares, in each case as and to such requirement, the Purchaser shall have notified the Companies thereof in a timely fashionextent required by applicable federal securities Laws.