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

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare the Proxy Statement and, as promptly as reasonably practicable after the date hereof, but in any event within twenty (20) business days after the date of this Agreement, file the Proxy Statement with the SEC. 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, and shall promptly 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 respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable. 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 to propose comments on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, Company shall, at its expense, prepare and cause to be filed with the Company shall prepare SEC, the Proxy Statement and, in preliminary form. Company shall use its commercially reasonable efforts to mail or deliver the Proxy Statement to its stockholders as promptly as reasonably practicable after the date hereof, but in any event within twenty (20) business days after the date of this Agreement, file the Proxy Statement with the SECpracticable. Parent shall provide to the Company furnish all information concerning Parent itself, its Affiliates and Sub the holders of its capital stock to Company and provide such other assistance 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 staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between the Company it and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC and shall consult with Parent prior to responding to any such comments or requests. The Company shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of from the SEC with respect to the Proxy Statement and Statement. Notwithstanding the foregoing, prior to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable. 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 cooperate and provide Parent a reasonable opportunity to review and to propose comments comment on such document or response (including the proposed final version of such document or response) and shall include in such document or response comments reasonably proposed by Parent.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date Subject to Parent’s timely performance of this Agreementits obligations under Section 6.2(b), the Company shall use its reasonable best efforts to prepare and shall cause to be filed with the SEC in preliminary form the Proxy Statement and, within twenty-five (25) Business Days of the date hereof and in any event as promptly soon as reasonably practicable after the date hereof, but in any event within twenty (20) business days after the date of this Agreement, file the Proxy Statement with the SEC. 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 and Acquisition Sub 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, and shall promptly provide Parent and Acquisition Sub promptly 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 (i) respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, (ii) have the Proxy Statement cleared by the staff of the SEC as soon as reasonably practicable after such filing and to (iii) cause the Proxy Statement to be mailed to the Company’s stockholders of the Company as promptly as practicablepracticable thereafter. 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 SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response, unless, in each case, as required by Law.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare the Proxy Statement and, as promptly as reasonably practicable but in no event later than thirty (30) calendar days after the date hereof, but in any event within twenty (20) business days after the date of this AgreementCompany and Parent shall prepare, and the Company shall file the Proxy Statement with the SEC. 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, and shall promptly 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 respond as promptly as practicable to any comments of the SEC and its staff with respect thereto or the staff Transactions (whether written or oral) and, to the extent permitted by applicable Law, to commence mailing of the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicablepracticable (but in no event prior to the clearance of the Proxy Statement by the SEC) after responding to all such comments to the satisfaction of the SEC and its staff. The Company shall promptly notify Parent and its legal counsel upon the receipt of any such comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, and shall provide Parent and its legal counsel with copies of all correspondence between the Company and its Agents, on the one hand, and the SEC and its staff, on the other hand. 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 and its legal counsel a reasonable opportunity to review and to propose comments comment on such document or responseresponse and (ii) provide Parent and its counsel a reasonable opportunity to advise in connection with any discussions or meetings with the SEC; provided that Parent shall use reasonable best efforts to provide or cause to be provided its comments to the Company as promptly as reasonably practicable after such document or response is transmitted to Parent for its review.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company shall prepare and, no later than April 7, 2011, file with the SEC a proxy statement in preliminary form relating to the Company Stockholders Meeting (the “Proxy Statement”). The Company will cause the Proxy Statement and, to comply as promptly to form in all material respects with the applicable provisions of the Exchange Act and shall use its reasonable best efforts to cause the Proxy Statement to be mailed to stockholders of the Company as soon as reasonably practicable after (i) if the date hereofCompany does not receive comments from the SEC with respect to the preliminary Proxy Statement and does not reasonably believe that it will receive comments, but in any event within twenty (20) business days after promptly following the tenth calendar day immediately following the date of this Agreement, file filing of the preliminary Proxy Statement with the SECSEC and (ii) if the Company does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments. Parent and Merger Sub shall provide to the Company all information concerning Parent and Sub as may be reasonably requested by cooperate with the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement Statement, including, but not limited to, furnishing to the Company any and resolution of comments referred all information regarding Parent and Merger Sub and their respective Affiliates as may be reasonably appropriate or required to belowbe disclosed therein as promptly as possible after the date hereof. The Company parties shall notify each other promptly notify Parent upon of the receipt of any comments from the SEC or the its staff and of any request by the SEC or any request from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement, Statement or for additional information and shall promptly provide Parent supply each other with copies of all correspondence between the Company and such or any of its Representativesrepresentatives, on the one hand, and the SEC or the staff of the SECits staff, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC , with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable. 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 to propose comments on such document or responseMerger.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, (i) the Company shall prepare the Proxy Statement, (ii) Parent shall promptly provide to the Company any information required by Law for inclusion in the Proxy Statement and, and shall promptly provide such other information or assistance in the preparation thereof as promptly as may be reasonably practicable after requested by the date hereof, but in any event within twenty Company and (20iii) business days after the date of this Agreement, Company shall file the Proxy Statement with the SEC. 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, and shall promptly 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 thereafter use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicablepracticable after the date of this Agreement. Prior The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff 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 and its staff, on the other hand. In the event that the Company receives any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, Parent shall promptly provide to the Company, upon receipt of notice from the Company, any information required for inclusion in the response of the Company to such comments or such request and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company. 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 shall provide Parent a reasonable an opportunity to review and to propose comments comment on such document or response.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, (i) the Company shall prepare the Proxy Statement andStatement, as promptly as reasonably practicable after the date hereof, but in any event within twenty (20ii) business days after the date of this Agreement, file the Proxy Statement with the SEC. Parent and Acquisition Sub shall provide furnish to the Company all information concerning Parent themselves and Sub their Affiliates that is required to be included in the Proxy Statement and shall promptly provide such other assistance in the preparation of the Proxy Statement as may be reasonably requested by the Company from time to time, and (iii) subject to the receipt from Parent and Acquisition Sub of the information described in connection with clause (ii) above, the Company shall file the Proxy Statement and shall otherwise assist and cooperate with the SEC no later than fifteen (15) Business Days after the date hereof or such other later date as mutually agreed upon by the Company and Parent in the preparation of the Proxy Statement and resolution of comments referred to belowwriting, which agreement shall not be unreasonably withheld, conditioned or delayed. 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, and shall promptly provide Parent and Acquisition Sub promptly 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 (with the assistance of, and after consultation with, Parent as provided by this Section 6.2(a)) to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicableStatement. 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 SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response, except, in each case, to the extent prohibited by Law.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following If the date adoption of this Agreement, Agreement by the Company shall prepare the Proxy Statement andCompany's stockholders is required by applicable law, as promptly as reasonably practicable after following the date hereofacceptance of shares of Company Common Stock in the Offer, but in any event within twenty (20) business days after the date of this Agreement, Company and Parent shall prepare and the Company shall file the Proxy Statement with the SEC. Parent shall provide to the Company all information concerning Parent and Sub as may be reasonably requested by the Company in connection with SEC the Proxy Statement and shall otherwise assist and cooperate with the Company in shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the preparation of SEC with respect thereto and to cause the Proxy Statement and resolution to be mailed to the stockholders of comments referred to belowthe Company as promptly as practicable following the expiration of the Offer. 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, Statement and shall promptly provide Parent with copies of all correspondence between the Company and its Representativesrepresentatives, on the one hand, and the SEC or and the staff of the SEC, on the other hand. The Company If at anytime prior to the receipt of Stockholder Approval there shall use its reasonable best efforts to respond as promptly as practicable to occur any comments of the SEC event that should be set forth in an amendment or the staff of the SEC with respect supplement to the Proxy Statement and to cause the Proxy Statement to be mailed to the stockholders of Statement, the Company as shall promptly as practicableprepare and mail to its stockholders such an amendment or supplement. 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 to propose comments comment on such document or responseresponse and (ii) shall include in such document or response all comments reasonably proposed by Parent; provided, that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as reasonably practicable after the Proxy Statement is transmitted to Parent for its review. The Company shall not mail any Proxy Statement to which Parent reasonably objects.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare the Proxy Statement and, as promptly as reasonably practicable after the date hereof, but in any event within twenty (20i) business days after the date of this Agreement, file Company shall prepare the Proxy Statement with the SEC. Statement; (ii) Parent and Acquisition Sub shall provide furnish to the Company all information concerning Parent themselves and Sub their Affiliates that is required to be included in the Proxy Statement and shall promptly provide such other assistance in the preparation of the Proxy Statement as may be reasonably requested by the Company from time to time; and (iii) subject to the timely receipt from Parent and Acquisition Sub of the information described in connection with clause (ii) above, the Company shall file the Proxy Statement and shall otherwise assist and cooperate with the Company in SEC not later than thirty (30) calendar days 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, Statement and shall promptly provide Parent and Acquisition Sub promptly 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 (with the assistance of, and after consultation with, Parent as provided by this Section 6.2(a)) to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement and Statement, including filing any amendments or supplements to cause the Proxy Statement to as may be mailed to the stockholders of the Company as promptly as practicablerequired. 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 SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response, except, in each case, for any amendment or supplement to the Proxy Statement in connection with an Adverse Recommendation Change or a Superior Proposal, or to the extent prohibited by Law.