Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. (a) Subject to Section 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the “Proxy Statement”) (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, 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 reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser 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 Parent and the Purchaser 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, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable 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) and each party shall 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. If at any time prior to the Stockholders’ Meeting there shall occur any event that is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such amendment or supplement; provided that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions.

Preparation of Proxy Statement. (a) Subject to Section 6.3 below, the The Company shall, as soon as practicable (and if all other parties hereto comply with their obligations under this Section 7.02, within 10 Business Days following thirty (30) days after the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreementdate hereof), prepare and file (after providing Parent and the Purchaser Merger Sub with a reasonable opportunity to review and propose comments comment thereon) preliminary proxy materials (including including, without limitation, a Schedule 13e-3 13E-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of the Shares 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 reasonably requested by Parent or the Purchaser Merger Sub and appropriate under the Exchange Actpermitted by Law, 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 best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser Merger Sub with a reasonable opportunity to review and propose comments comment thereon) and to cause the Proxy Statement to be mailed to the Company’s stockholders 's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Merger Sub promptly notify Parent and the Purchaser 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 Parent and the Purchaser 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, any of the Transaction Agreements Statement or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaseror Merger Sub) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders’ Shareholders' Meeting (including any requirement to amend or supplement the Proxy Statement) ). Merger Sub and Parent shall cooperate with the Company in the preparation of the Proxy Statement, and without limiting the generality of the foregoing, each party shall furnish to the other such information relating to it and its Affiliates affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other partyparty and shall promptly notify the other party of any change in such information. If at any time prior to the Stockholders’ Shareholders Meeting there shall occur any event that is required under the Exchange Act or by the SEC to should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders shareholders such an amendment or supplement; provided provided, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with Merger Sub a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactionscomment thereon.

Preparation of Proxy Statement. As soon as practicable after the date of this Agreement (aand in any event, within fifteen (15) Subject to Section 6.3 belowBusiness Days hereof, assuming the Company has received all information from Parent as the Company has reasonably requested), the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, shall prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required shall cause to be filed under with the Exchange Act) SEC in preliminary form a proxy statement relating to meeting of the holders of the Shares to be held in connection with the Transactions Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) (or). Except as expressly contemplated by Section 5.02(e), if the Proxy Statement shall include the Company Board Recommendation. 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 Affiliates or Representatives reasonably requested by Parent the Company or the Purchaser and appropriate under otherwise required by the Exchange Act, an information statement Act and the rules and regulations promulgated thereunder to be set forth 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 statementpromptly following any request therefor from the Company. The Company shall use its reasonable best efforts, assuming Parent’s compliance with its obligations under Section 6.01(b), to cause the extent applicable) Proxy Statement, at the date of mailing to the Company’s stockholders, to comply as to form in all material respects with the SEC and shall use reasonable best efforts to respond to any comments provisions of the SEC (after providing Parent Exchange Act and the Purchaser with rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company shall not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent, Silk USA, Merger Sub or their counsel a reasonable opportunity to review and propose comment thereon (and such comments thereon) and to cause shall be reasonably considered by the Proxy Statement to be mailed to Company); provided, that, following a Change in Company Board Recommendation, the Company’s stockholders as promptly as practicable after responding only obligation shall be to all provide to Parent a copy of such comments to the satisfaction filing, or amendment or supplement thereto, in advance of the SEC stafffiling. The Company shall promptly shall, promptly: (i) notify Parent and the Purchaser of the receipt of any written or oral comments or substantive inquiries received by the Company from the SEC and of any request by or the SEC for amendments or supplements staff thereof related to the Proxy Statement or any request for additional information information; and shall supply (ii) provide Parent and the Purchaser with copies of all written correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SECSEC or the staff thereof, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects shall provide Parent, Silk USA, Merger Sub and their counsel with the applicable provisions copies 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 written comments or supplement the Proxy Statement) and each party shall 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. If at any time prior to the Stockholders’ Meeting there shall occur any event that is required under the Exchange Act or by the SEC responses to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such amendment or supplement; provided that no such amendment or supplement to the Proxy Statement will be made submitted by the Company without providing Parent in response to any comments or substantive inquiries from the SEC or the staff thereof and the Purchaser with shall provide Parent, Silk USA and Merger Sub and their counsel a reasonable opportunity to review and propose comment thereon (and such comments thereon and without shall be reasonably considered by the approval Company); provided, that, following a Change in Company Board Recommendation, the Company’s only obligation shall be to provide to Parent a copy of Parent and such written response in advance of submission to the Purchaser, which approval shall not be unreasonably withheldSEC or its staff. The Company shall use its reasonable best efforts to resolve, and its counsel shall permit Parent, Purchaser each Party agrees to consult and their counsel to participate in all substantive communications cooperate with the other Parties and use reasonable best efforts in resolving, all SEC and its staff, including meetings and telephone conferences, relating comments with respect to the Proxy Statement, this Agreement or Statement as promptly as practicable after receipt thereof and to cause the TransactionsProxy Statement in definitive form to be cleared by the SEC as promptly as reasonably practicable following the filing thereof.

Preparation of Proxy Statement. (a) Subject to Section 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, 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 reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser 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 Parent and the Purchaser 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, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable 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) and each party shall 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. If at any time prior to the Stockholders’ ' Meeting there shall occur any event that is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such amendment or supplement; provided that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions.

Preparation of Proxy Statement. (a) Subject Rymex, Xxrger Sub and Parent shall furnish to Section 6.3 beloweach other all information concerning such person or such person's business that is required by applicable Law to be included in the Proxy Statement. As soon as reasonably practicable after the date hereof, the Company shallbut in any event not later than April 25, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement2001, Rymex xxxll prepare and file with the SEC (after providing Merger Sub and Parent and the Purchaser with a reasonable opportunity to review and propose comments comment thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions Stockholders' Meeting (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, 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 reasonable its best efforts to promptly respond to any comments of the staff ("Staff") of the SEC (after providing Merger Sub and Parent and the Purchaser with a reasonable opportunity to review and propose comments comment thereon) and to cause the Proxy Statement to be mailed to the Company’s stockholders Rymex'x xxxckholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staffStaff. The Company shall Rymex xxxll notify Merger Sub and Parent promptly notify Parent and the Purchaser 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 Parent and the Purchaser Merger Sub with copies of all correspondence between the Company or Rymex xx any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of Statement or the Transaction Agreements or any of the TransactionsMerger. The Company will Rymex xxxl cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange 1934 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) and each party shall furnish to the other such information relating to it and its Affiliates affiliates to ensure that the statements regarding the parties hereto and the Transactions their affiliates and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders’ Meeting there shall occur any event that is required under the Exchange Act or by the SEC to be set forth transactions contained in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such amendment or supplement; provided that no such amendment or supplement to the Proxy Statement will be made by not on the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to date the Proxy Statement, this Agreement Statement is mailed or the Transactions.on