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

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement. Parent shall provide to the Company all information concerning Parent and Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments referred to below. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as reasonably practicable following the date of this Agreement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and comment on such document or response.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company and Parent shall prepare prepare, and the Company shall file with the SEC SEC, the Proxy Statement. Each of Parent and the Company shall provide use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC or the staff of the SEC with respect to the Company all information concerning Parent Proxy Statement, and Sub as may be reasonably requested by the Company in connection with shall use its commercially reasonable efforts to cause the Proxy Statement and shall otherwise assist and cooperate with to be mailed to the shareholders of the Company in as promptly as practicable following the preparation date of the Proxy Statement and resolution of comments referred to belowthis Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information information, and shall provide Parent with copies of all correspondence between the Company and it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use its reasonable best efforts to cause Notwithstanding the Proxy Statement to be mailed to the shareholders of the Company as promptly as reasonably practicable following the date of this Agreement. Prior foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of from the SEC or the staff of the SEC with respect thereto, the Company shall (i) provide Parent a reasonable an opportunity to review and comment on such document or responseresponse and (ii) include in such document or response all comments proposed by Parent and reasonably acceptable to the Company.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement and the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable following the date of this Agreement. Parent shall provide furnish to the Company all information concerning Parent and Sub itself as may be reasonably requested by the Company in connection with the Proxy Statement preparation, filing and shall otherwise assist and cooperate with the Company in the preparation distribution of the Proxy Statement and resolution of comments referred to belowStatement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the its staff of the SEC or any request from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent with copies of all correspondence between the Company and its Representativesrepresentatives, on the one hand, and the SEC or the staff of the SECand its staff, on the other hand. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed Notwithstanding anything to the shareholders of the Company as promptly as reasonably practicable following the date of this Agreement. Prior contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable an opportunity to review and review, comment on and approve such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) and shall not file or mail such document or respond to the SEC prior to receiving Parent's approval, which approval shall not be unreasonably withheld or delayed.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As a)As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of the Company and Parent shall provide to the Company furnish all information concerning Parent and Sub such person to the other as may be reasonably requested by the Company in connection with the Proxy Statement preparation, filing and shall otherwise assist and cooperate with the Company in the preparation distribution of the Proxy Statement and resolution of comments referred to belowStatement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the its staff of the SEC or any request from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent with copies of all correspondence between the Company it and its Representativesrepresentatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as reasonably practicable following to any comments of the date of this AgreementSEC with respect to the Proxy Statement. Prior 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 or the staff of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable an opportunity to review and comment on such document or response., (ii) shall include in such document or response all comments reasonably proposed by Parent and

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this AgreementAgreement , the Company shall prepare and file with the SEC the Proxy Statement. Parent shall provide to the Company all information concerning Parent and Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments referred to below. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as reasonably practicable following the date of this Agreement. Prior to filing or Or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and comment on such document or response.