Common use of Preparation of the Proxy Statement; Company Shareholders Meeting Clause in Contracts

Preparation of the Proxy Statement; Company Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (but in no event later than fifteen (15) Business Days after the date of this Agreement or, if the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been filed by such date, no later than three (3) Business Days after the filing of such Form 10-K, and in no event later than twenty (20) Business Days after the date of this Agreement), the Company shall, in consultation with Parent, prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto and the letter to shareholders, notice of meeting, and form of proxy and any other document incorporated or related therein, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Law, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Law. The Company shall promptly notify Parent upon the receipt of any written or oral comments from the SEC or any written or oral request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement and to cause the SEC as promptly as practicable to clear the final Proxy Statement for mailing to its shareholders. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (A) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement or response (including the proposed filed version of the Proxy Statement or response) and (B) shall include in such filing of the Proxy Statement or response all comments reasonably proposed by Parent.

Preparation of the Proxy Statement; Company Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (but in no event later than fifteen (15) Business Days after the date of this Agreement or, if the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been filed by such date, no later than three (3) Business Days after the filing of such Form 10-K, and in no event later more than twenty (20) Business Days after the date of thereafter (provided, that Parent complies with its obligations in this AgreementSection 5.3)), the Company shall, shall prepare the Proxy Statement in consultation with Parent, prepare preliminary form and shall cause such Proxy Statement to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating SEC. Parent shall provide to the Company Shareholders Meeting (together with any amendments or supplements thereto and the letter to shareholders, notice of meeting, and form of proxy and any other document incorporated or related therein, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by LawParent, Merger Sub, and provide such other assistance, their respective affiliates as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement, Statement and the Proxy Statement shall include all information reasonably requested by resolution of any comments thereto received from the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by LawSEC. The Company parties shall respond as promptly notify Parent upon the receipt of as practicable to any written or oral comments from the SEC or the staff of the SEC and file such other documents with the SEC as may be reasonably requested by the SEC in connection with the Proxy Statement. Each party shall notify the other party promptly of the receipt of any comments (whether written or oral oral) from the SEC or the staff of the SEC and of any request from by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent supply the other party with copies of all correspondence between the Company such party and any of its Representatives, 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. The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act. If at any time prior to the Company Shareholders Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company, as applicable, that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include a 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 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 the parties with the SEC and, to the extent required by applicable Law, disseminated to the Company Shareholders. The Company shall use its reasonable best efforts to respond cause the commencement of the dissemination of the Proxy Statement to occur as promptly as reasonably practicable to after the earlier of (i) two (2) Business Days after the resolution of any comments from of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement and to cause or (ii) two (2) Business Days after (A) receiving notification that the SEC as promptly as practicable to clear is not reviewing the final preliminary Proxy Statement for mailing or (B) if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following the filing of the preliminary Proxy Statement with the SEC, oral confirmation from the staff of the SEC that the SEC is not reviewing the preliminary Proxy Statement (it being agreed that if the Company shall not receive such notification within such 10 calendar day period, the Company shall promptly contact the staff of the SEC to its shareholdersrequest confirmation that the SEC does not intend to review the preliminary Proxy Statement). Notwithstanding Prior to the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the shareholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company (A) shall provide Parent with a reasonable opportunity to review and comment to propose comments on the Proxy Statement or response (including the proposed filed version of the Proxy Statement such document or response) and (B) , which the Company shall include consider in such filing of the Proxy Statement or response all comments reasonably proposed by Parentgood faith.

Preparation of the Proxy Statement; Company Shareholders Meeting. (a) As promptly as reasonably practicable following Provided there shall not have been a Change of Recommendation in accordance with Section 8.3, on the date terms and subject to the conditions of this Agreement, if the adoption of this Agreement (but in no event later than fifteen (15) Business Days after the date of this Agreement or, if the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been filed by such date, no later than three (3) Business Days after the filing of such Form 10-K, and in no event later than twenty (20) Business Days after the date of this Agreement), the Company shall, in consultation with Parent, prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders is required under applicable Law, the Company shall prepare and file with the SEC, and Parent and Merger Sub shall cooperate with the Company in such preparation and filing of, a proxy statement or information statement relating to the Company Shareholders Meeting (together with any amendments such proxy statement or supplements thereto and the letter information statement, as amended or supplemented from time to shareholders, notice of meeting, and form of proxy and any other document incorporated or related thereintime, the “Proxy Statement”), as promptly as reasonably practicable following the later to occur of (i) the Offer Closing and (ii) the expiration of any Subsequent Offering Period. Parent shall furnish all information concerning Without limiting the generality of the foregoing, each of Parent and its Affiliates Merger Sub shall (i) furnish to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested information relating to it required by the SEC or required by Law, Exchange Act to be set forth in the Proxy Statement and provide such other assistance, information or assistance in the preparation thereof as may be reasonably requested by the Company and (ii) correct any information provided by it for use in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement which shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement have become false or as otherwise requested by the SEC or required by Lawmisleading. The Company shall promptly notify Parent and Merger Sub upon the receipt of any written or oral comments from the SEC SEC, or any written or oral request from the SEC for amendments or supplements supplements, to the Proxy Statement 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, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from of the SEC with respect to the Proxy Statement and to shall cause the SEC Proxy Statement to be mailed to the shareholders of the Company as promptly as reasonably practicable to clear after the final date the Proxy Statement for mailing is cleared by the SEC (such date, the “Proxy Clearance Date”). Prior to its shareholders. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (including any amendments or any amendment or supplement supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect theretoto the Proxy Statement, the Company (A) shall provide Parent Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement or response (including the proposed filed version of the such Proxy Statement or response) , and (B) the Company shall include in give reasonable and good faith consideration to any such filing of the Proxy Statement or response all comments reasonably proposed by Parentcomments.

Preparation of the Proxy Statement; Company Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (but in no event later than fifteen (15) Business Days after the date of this Agreement or, if the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been filed by such date, no later than three (3) Business Days after the filing of such Form 10-K, and in no event later than twenty (20) Business Days after the date of this Agreement), the Company shall, in consultation with Parent, prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto and the letter to shareholders, notice of meeting, and form of proxy and any other document incorporated or related therein, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Law, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Law. The Company shall promptly notify Parent upon the receipt of any written or oral comments from the SEC or any written or oral request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement and to cause the SEC as promptly as practicable to clear the final Proxy Statement for mailing to its shareholders. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (A) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement or response (including the proposed filed version of the Proxy Statement or response) and (B) shall include in such filing of the Proxy Statement or response all comments reasonably proposed by Parent.

Preparation of the Proxy Statement; Company Shareholders Meeting. (a) As promptly as reasonably practicable following after the date execution of this Agreement but in no event later than ten (but 10) days after the date hereof, the Company shall prepare and distribute to Parent a preliminary proxy statement and the Company shall consider in good faith any comments reasonably proposed by Parent for inclusion therein. The Company shall, in no event later than fifteen (15) Business Days days after the date of this Agreement or, if the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been filed by such date, no later than three (3) Business Days after the filing of such Form 10-K, and in no event later than twenty (20) Business Days after the date of this Agreement), the Company shall, in consultation with Parenthereof, prepare and cause to be filed file with the SEC a the preliminary proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto and the letter to shareholders, notice of meeting, and form of proxy and any other document incorporated or related therein, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Law, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Lawstatement. The Company shall promptly notify Parent upon the receipt of any written or oral comments from the SEC or its staff or any written or oral request from the SEC or its staff for amendments or supplements to the Proxy Statement preliminary proxy statement and shall promptly provide Parent with copies of all correspondence between the Company and its Representativesrepresentatives, on the one hand, and the SECSEC and its staff, on the other hand, relating to the preliminary proxy statement. The Each of the Company and Parent shall use its their respective commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments from of the SEC with respect to the Proxy Statement and to cause the SEC as promptly as practicable to clear the final Proxy Statement for mailing to its shareholderspreliminary proxy statement. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) thereto to the preliminary proxy statement, or responding to any comments of the SEC with respect thereto, subject to approval of the SEC or its staff, the Company (A) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement such document or response (including which comments shall be considered by the proposed filed version Company in good faith), and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company or any of its representatives and the SEC concerning the preliminary proxy statement, except, in each case, to the extent such disclosure relates to an Acquisition Proposal or a Change of Recommendation. Each of the Parent Entities shall furnish to the Company all information as may be reasonably requested by the Company in connection with the preparation, of the Proxy Statement or response) and (B) provide such other assistance as may be reasonably requested by the Company. The Company shall include in such filing of file the Proxy Statement or response all comments reasonably proposed by Parentwith the SEC and cause the Proxy Statement to be mailed to its stockholders of record.

Preparation of the Proxy Statement; Company Shareholders Meeting. (a) As reasonably promptly as reasonably practicable (and in any event within thirty (30) days) following the date of this Agreement (but in no event later than fifteen (15) Business Days after or as otherwise mutually agreed between the date of this Agreement or, if the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been filed by such date, no later than three (3) Business Days after the filing of such Form 10-K, Company and in no event later than twenty (20) Business Days after the date of this AgreementParent), the Company shall, in consultation with Parent, shall prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto and the letter to shareholders, notice of meeting, and form of proxy and any other document incorporated or related thereinthereto, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by LawCompany, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Lawtherein. The Company shall reasonably promptly notify Parent upon the receipt of any written or oral comments from the SEC or any written or oral request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts (x) to respond as reasonably promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith, (y) to ensure that the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and (z) to cause the SEC definitive Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Shareholders Meeting as promptly as reasonably practicable to clear after the final date of this Agreement, and in no event more than seven (7) Business Days after the earlier of (x) the date on which the SEC confirms that it has no further comments on the Proxy Statement for mailing and (y) the date that is ten (10) days after the date the Proxy Statement is filed with the SEC if the SEC has not provided any comments with respect to its shareholderssuch Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (Ai) shall provide Parent a reasonable an opportunity to review and comment on the Proxy Statement or response (including the proposed filed final version of the Proxy Statement or response) and (Bii) shall include consider in such filing of the Proxy Statement or response good faith all comments reasonably proposed by Parent.

Preparation of the Proxy Statement; Company Shareholders Meeting. (a) As reasonably promptly as reasonably practicable following the date of this Agreement (but and in no any event later than on or before the date that is fifteen (15) Business Days after the date of this Agreement or, if the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been filed by such date, no later than three (3) Business Days after the filing of such Form 10-K, and in no event later than twenty (20) Business Days after the date of this Agreementhereof), the Company shall, in consultation with Parent, shall prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting which shall contain a statement in accordance with the DGCL regarding Appraisal Rights (together with any amendments or supplements thereto and the letter to shareholders, notice of meeting, and form of proxy and any other document incorporated or related thereinthereto, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by LawCompany, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Lawtherein. The Company shall reasonably promptly notify Parent upon the receipt of any written or oral comments from the SEC or any written or oral request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its commercially reasonable best efforts to respond as reasonably promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement Statement, and to cause the SEC as promptly as practicable to clear the final Proxy Statement for mailing to its shareholdersParent will reasonably cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (Ai) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement or response (including the proposed filed final version of the Proxy Statement or response) and (Bii) shall include consider in such filing of the Proxy Statement or response good faith all comments reasonably proposed by Parent. The Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other Governmental Entities under this Section 6.01(a) to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder.

Preparation of the Proxy Statement; Company Shareholders Meeting. (a) As promptly as reasonably practicable following Provided there shall not have been a Change of Recommendation in accordance with Section 8.3, on the date terms and subject to the conditions of this Agreement, if the adoption of this Agreement (but in no event later than fifteen (15) Business Days after the date of this Agreement or, if by the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been filed by such date, no later than three (3) Business Days after the filing of such Form 10-K, and in no event later than twenty (20) Business Days after the date of this Agreement)'s shareholders is required under applicable Law, the Company shall, in consultation with Parent, shall prepare and cause to be filed file with the SEC SEC, and Parent and Merger Sub shall cooperate with the Company in such preparation and filing of, a proxy statement to be sent to the Company’s shareholders or information statement relating to the Company Shareholders Meeting (together with any amendments such proxy statement or supplements thereto and the letter information statement, as amended or supplemented from time to shareholders, notice of meeting, and form of proxy and any other document incorporated or related thereintime, the “"Proxy Statement”"), as promptly as reasonably practicable following the later to occur of (i) the Offer Closing and (ii) the expiration of any Subsequent Offering Period. Parent shall furnish all information concerning Without limiting the generality of the foregoing, each of Parent and its Affiliates Merger Sub shall (i) furnish to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested information relating to it required by the SEC or required by Law, Exchange Act to be set forth in the Proxy Statement and provide such other assistance, information or assistance in the preparation thereof as may be reasonably requested by the Company and (ii) correct any information provided by it for use in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement which shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement have become false or as otherwise requested by the SEC or required by Lawmisleading. The Company shall promptly notify Parent and Merger Sub upon the receipt of any written or oral comments from the SEC SEC, or any written or oral request from the SEC for amendments or supplements supplements, to the Proxy Statement 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, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from of the SEC with respect to the Proxy Statement and to shall cause the SEC Proxy Statement to be mailed to the shareholders of the Company as promptly as reasonably practicable to clear after the final date the Proxy Statement for mailing is cleared by the SEC (such date, the "Proxy Clearance Date"). Prior to its shareholders. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (including any amendments or any amendment or supplement supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect theretoto the Proxy Statement, the Company (A) shall provide Parent Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement or response (including the proposed filed version of the such Proxy Statement or response) , and (B) the Company shall include in give reasonable and good faith consideration to any such filing of the Proxy Statement or response all comments reasonably proposed by Parentcomments.

Preparation of the Proxy Statement; Company Shareholders Meeting. (a) As reasonably promptly as reasonably practicable following the date of this Agreement (but and in no any event later than fifteen (15) on or before the date that is 15 Business Days after the date of this Agreement or, if the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been filed by such date, no later than three (3) Business Days after the filing of such Form 10-K, and in no event later than twenty (20) Business Days after the date of this Agreementhereof), the Company shall, in consultation with Parent, shall prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting which shall contain a statement in accordance with the MBCA regarding dissenters’ rights under the MBCA (together with any amendments or supplements thereto and the letter to shareholders, notice of meeting, and form of proxy and any other document incorporated or related thereinthereto, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by LawCompany, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Lawtherein. The Company shall reasonably promptly notify Parent upon the receipt of any written or oral comments from the SEC or any written or oral request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as reasonably promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement Statement, and to cause the SEC as promptly as practicable to clear the final Proxy Statement for mailing to its shareholdersParent will cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (Ai) shall provide Parent a reasonable an opportunity to review and comment on the Proxy Statement or response (including the proposed filed final version of the Proxy Statement or response) and (Bii) shall include consider in such filing of the Proxy Statement or response good faith all comments reasonably proposed by Parent. The Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other Governmental Entities under this Section 6.01(a) to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder.

Preparation of the Proxy Statement; Company Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement Agreement, the Company shall prepare and file a preliminary Proxy Statement with the SEC. Subject to ‎Section 5.04, the Proxy Statement shall include the Company Recommendation (but in no event later than fifteen (15) Business Days after and the date of this Agreement or, if the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 has not been filed by Company shall use reasonable best efforts to cause such date, no later than three (3) Business Days after the filing of such Form 10-K, and in no event later than to be made within twenty (20) Business Days after of the date of this Agreement), the Company shall, in consultation with Parent, prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto and the letter to shareholders, notice of meeting, and form of proxy and any other document incorporated or related therein, the “Proxy Statement”hereof). Parent shall cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning Parent it and its Affiliates to affiliates (including, in the Company as is customarily included in a proxy statement prepared case of Parent, Sub) and any transaction any of them have or are contemplating entering into in connection with transactions this Agreement that is necessary or appropriate in connection with the preparation of the type contemplated by this Agreement or as otherwise requested by the SEC or required by LawProxy Statement, and provide such other assistance, as may be reasonably requested in the connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Law. The Company shall promptly notify Parent upon the receipt of any written or oral comments from the SEC or any written or oral request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company parties shall use its their respective reasonable best efforts to respond have the Proxy Statement cleared by the SEC as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement and to cause the SEC as promptly as practicable to clear the final Proxy Statement for mailing to its shareholdersafter such filing. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or including any preliminary Proxy Statement and any amendment or supplement thereto) or any other documents related to the Company Shareholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (Ai) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Shareholders Meeting or response (including the proposed filed final version of the Proxy Statement or response) and (Bii) shall include consider in such filing of the Proxy Statement or response good faith all comments reasonably proposed by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions.