Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. The Company shall prepare as soon as practicable, and file with the SEC within ten (10) Business Days of the date hereof, a proxy statement (the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff 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 staff and clearance of the Proxy Statement by the SEC. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC, or its staff, or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company 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 and file with the SEC any such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders prior to consultation with Parent and consideration in good faith of any comments submitted by Parent, which comments of Parent shall be accepted so long as they are reasonable and not in violation of applicable Law.

Preparation of Proxy Statement. The Company shall prepare as soon as practicable, and file with the SEC within ten (10) Business Days of the date hereofof this Agreement, a proxy or information statement (the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff 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 staff and clearance staff. The Company shall not file the Proxy Statement with the SEC prior to obtaining Parent’s approval of the Proxy Statement by the SECStatement, which approval shall not be unreasonably withheld. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC, or its staff, or any other government officials, officials on the other hand, hand with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company 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 and file with the SEC any such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders prior unless it has first obtained the consent of Parent to consultation with Parent and consideration in good faith of any comments submitted by Parentsuch mailing, which comments of Parent consent shall not be accepted so long as they are reasonable and not in violation of applicable Lawunreasonably withheld.

Preparation of Proxy Statement. The If the approval of this Agreement by the stockholders of the Company shall prepare is required under the GBCC in order to consummate the Merger, -45- 52 the Company shall, at the Parent's request, as soon as practicablepracticable following the acceptance for payment of, and payment for, shares by the Merger Sub in the Offer, prepare and file with the SEC within ten (10) Business Days of the date hereof, a proxy or information statement (the “"Proxy Statement”") in accordance with the Exchange Act and any other applicable Lawslaws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff 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 staff and clearance of the Proxy Statement by the SECstaff. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply the Parent with copies of all correspondence between the Company or any of its Representativesrepresentatives, on the one hand, and the SEC, or its staff, or any other government officials, officials on the other hand, hand with respect to the Proxy Statement. The Company shall consult with the Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company 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 and file with the SEC any such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s 's stockholders prior unless it has first obtained the consent of the Parent to consultation with Parent and consideration in good faith of any comments submitted by Parentsuch mailing, which comments of Parent consent shall not be accepted so long as they are reasonable and not in violation of applicable Lawunreasonably withheld.

Preparation of Proxy Statement. The If the approval of this Agreement ------------------------------ by the stockholders of the Company shall prepare is required under the GBCC in order to consummate the Merger, the Company shall, at the Parent's request, as soon as practicablepracticable following the acceptance for payment of, and payment for, shares by the Merger Sub in the Offer, prepare and file with the SEC within ten (10) Business Days of the date hereof, a proxy or information statement (the “"Proxy Statement”") in accordance with the Exchange Act and any other applicable Lawslaws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff 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 staff and clearance of the Proxy Statement by the SECstaff. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply the Parent with copies of all correspondence between the Company or any of its Representativesrepresentatives, on the one hand, and the SEC, or its staff, or any other government officials, officials on the other hand, hand with respect to the Proxy Statement. The Company shall consult with the Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company 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 and file with the SEC any such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s 's stockholders prior unless it has first obtained the consent of the Parent to consultation with Parent and consideration in good faith of any comments submitted by Parentsuch mailing, which comments of Parent consent shall not be accepted so long as they are reasonable and not in violation of applicable Lawunreasonably withheld.