Common use of Preparation of the Proxy Statement Clause in Contracts

Preparation of the Proxy Statement. As promptly as practicable following the date of this Agreement and receipt of the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent shall prepare and file with the SEC the Proxy Statement. The Proxy Statement shall present proposals relating to the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate in connection with the transactions contemplated by this Agreement. Parent shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable and to cause the Proxy Statement to be mailed to the stockholders of Parent as promptly as practicable following such filing. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent in connection with any such actions. Parent shall promptly notify SMB 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 provide SMB with copies of all correspondence between Parent and the SEC. 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, Parent shall provide SMB an opportunity to review and comment on such document or response and shall include in such document or response all reasonable comments proposed by SMB.

Preparation of the Proxy Statement. (a) As promptly as practicable following (and in any event within three weeks from the date of this Agreement and receipt of the Financials Audit and other information to be provided by Empagio and/or SMB hereunderClosing Date), Parent shall prepare prepare, and file shall cause to be filed with the SEC the Proxy Statement. The Proxy Statement shall present proposals relating to the MergerSEC, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate in connection with the Exchange and the Investments, the Proxy Statement in preliminary form, and if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby. The Company shall use its reasonable best efforts to furnish the information required to be included by this Agreementthe SEC in the Proxy Statement, and any such statement or schedule. Parent shall use its commercially reasonable efforts to have provide the Sellers with drafts of the Proxy Statement cleared by and give the SEC Sellers the opportunity to review and comment upon the Proxy Statement a reasonable period of time prior to the filing thereof with the SEC. Parent shall as promptly as practicable mail the Proxy Statement to its stockholders. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any jurisdiction) required to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Stock and to Virgin Opco Partnership Units in the Exchange and the issuance of the Convertible Preferred Stock in connection with the Investments, and the Company shall furnish all information concerning the Company and its stockholders as may be reasonably requested in connection with any such action. Parent shall cause the Proxy Statement to be mailed to its stockholders, and, if necessary, after the stockholders of Parent as definitive Proxy Statement has been mailed, promptly as practicable following such filing. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent circulate amended, supplemented or supplemental proxy materials and, if required in connection therewith, re-solicit proxies. The Proxy Statement at the date it is first mailed to Parent stockholders at the date of its effectiveness, including the financial statements and schedules provided therein or incorporated by reference therein, (A) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) comply in all material respects with any such actions. Parent shall promptly notify SMB upon the receipt applicable requirements of any comments from the SEC or Exchange Act, the staff Securities Act, the Xxxxxxxx-Xxxxx Act and other applicable Laws as the case may be, and the applicable rules and regulations 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 provide SMB with copies of all correspondence between Parent and the SEC. 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, Parent shall provide SMB an opportunity to review and comment on such document or response and shall include in such document or response all reasonable comments proposed by SMBthereunder.

Preparation of the Proxy Statement. As promptly The Company shall as soon as practicable following after the date of this Agreement and receipt of hereof (but in no event later than 20 days after the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent shall date hereof) prepare and file a preliminary Proxy Statement with the SEC the Proxy Statement. The Proxy Statement shall present proposals relating to the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate in connection with the transactions contemplated by this Agreement. Parent shall use its commercially reasonable best efforts to have the Proxy Statement cleared by respond to any comments of the SEC or its staff as promptly as practicable and to cause the Proxy Statement to be mailed to the stockholders of Parent Company's shareholders as promptly as practicable following (but in no event later than five Business Days after (a) the tenth day after the filing date of the preliminary Proxy Statement (in the event the SEC staff does not review such filingpreliminary Proxy Statement), or (b) the Company has received notification from the SEC staff that its review of the preliminary Proxy Statement has been satisfactorily completed, if applicable). Empagio and/or SMB The Company shall notify Parent promptly furnish all information that may be reasonably requested by Parent (but in connection with any such actions. Parent shall promptly notify SMB upon event not later than two Business Days) after 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 or for additional information and shall provide SMB will supply Parent with copies of all correspondence between Parent the Company or any of its representatives, on the one hand, and the SECSEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. Notwithstanding the foregoing, If at any time prior to filing the Shareholder Meeting there shall occur any event or mailing circumstance that should be set forth in an amendment or supplement to the Proxy Statement (provided that the receipt of any comments from the SEC or any its staff relating to the Proxy Statement shall not be deeded to be an "event" or "circumstance" for such purposes), the Company shall as soon as practicable (but in no event later than five Business Days after the occurrence of such event or circumstance) prepare and file such an amendment or supplement thereto) or responding with the SEC and shall use its reasonable best efforts to respond to any comments of the SEC or its staff as promptly as practicable and to cause such amendment or supplement to be mailed to the Company's shareholders as promptly as practicable (but in no event later than five Business Days after (a) the tenth day after the filing date of such amendment or supplement (in the event the SEC staff does not review such preliminary Proxy Statement), or (b) the Company has received notification from the SEC staff that its review of such amendment or supplement has been satisfactorily completed, if applicable). The Company shall not file or mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the company in the preparation of the SEC with respect Proxy Statement or any amendment or supplement thereto. The Proxy Statement shall (i) solicit the adoption of this Agreement and the Merger by the shareholders of the Company, Parent shall provide SMB an opportunity (ii) subject to review Section 5.5, include the recommendation of the Board of Directors of the Company to the Company's shareholders that they vote in favor of the adoption of this Agreement and comment on such document or response the Merger and shall (iii) include the fairness opinion of HLHZ referred to in such document or response all reasonable comments proposed by SMBSection 2.40.

Preparation of the Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreement Agreement, and receipt in any event, within 20 Business Days (subject to Parent’s compliance in all material respects with this Section 6.1(a)) after the date of this Agreement, the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form. The Company shall use reasonable best efforts to provide to Parent a substantially complete draft of the preliminary Proxy Statement shall present proposals relating to as soon as reasonably practicable but in any event within 17 Business Days after the Merger, issuance date of this Agreement. Each of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Company and Parent following the Redomestication shall furnish all information concerning itself and its Affiliates that is required to be included in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication Proxy Statement or that is customarily included in the Form of Exhibit E hereto, and any other matters that are appropriate proxy statements prepared in connection with transactions of the transactions type contemplated by this Agreement. Each of the Company and Parent shall use its commercially reasonable efforts covenant that none of the information supplied or to have be supplied by such party for inclusion or incorporation in the Proxy Statement cleared by will, at the SEC as promptly as practicable and to cause the Proxy Statement to be date it is first mailed to the stockholders of Parent as promptly as practicable following such filingthe Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent in connection with any such actions. Parent The Company shall promptly notify SMB upon Parent of the receipt of all comments from the SEC or the staff of the SEC with respect to the Proxy Statement and of any request by the SEC or the staff of the SEC for any amendment or supplement thereto or for additional information and will promptly provide to Parent copies of all written correspondence between the Company and/or 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. Each of the Company and Parent shall use its reasonable best efforts to respond promptly to any comments from the SEC or the staff of the SEC or any request from on the Proxy Statement. The Company shall cause the definitive Proxy Statement to be mailed to the stockholders of the Company (i) if the SEC provides comments to the preliminary Proxy Statement, as soon as reasonably practicable (and in any event within five Business Days) after the date the SEC staff confirms that it has no further comments thereon or (ii) if, within 10 calendar days after the staff filing of the preliminary Proxy Statement, the SEC for amendments has not indicated that it expects to have comments to the preliminary Proxy Statement, as soon as reasonably practicable (and in any event within 10 Business Days after such 10th calendar day). Except in the case of a filing, amendment or supplements supplement to the Proxy Statement and shall provide SMB in connection with copies of all correspondence between Parent and the SEC. Notwithstanding the foregoinga Recommendation Withdrawal, prior to no filing of, or mailing amendment or supplement to, the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of shall be made by the SEC or the staff of the SEC with respect theretoCompany, without providing Parent shall provide SMB an and its counsel a reasonable opportunity to review and comment on thereon and giving due consideration to such document or response and shall include in such document or response all reasonable comments proposed by SMBcomments.

Preparation of the Proxy Statement. As promptly as practicable following the date of this Agreement and receipt of Agreement, the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent Company shall prepare and file with the SEC the Proxy Statement. The Each of the parties shall furnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement shall present proposals relating to the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication or that is customarily included in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate proxy statements prepared in connection with transactions of the transactions type contemplated by this Agreement. Parent The Company shall use its commercially reasonable best efforts to have respond as promptly as practical to any comments of the SEC with respect to the Proxy Statement cleared by the SEC as promptly as practicable and to cause the Proxy Statement to be mailed to the stockholders of Parent Company's shareholders as promptly as practicable following such filingafter the date of this Agreement. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent in connection with any such actions. Parent The Company shall promptly notify SMB 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 SMB Parent with copies of all correspondence between Parent the Company and its representatives, on the one hand, and the SECSEC and its staff, on the other hand. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of the Company. Notwithstanding anything to the foregoingcontrary 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 shall (i) provide Parent shall provide SMB an opportunity to review and review, comment on and approve such document or response and shall response, (ii) include in such document or response all reasonable comments reasonably proposed by SMBParent and (iii) 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. The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Preparation of the Proxy Statement. As promptly soon as reasonably practicable following the date of this Agreement and receipt of the Financials Audit and other information to be provided by Empagio and/or SMB hereunderAgreement, Parent shall Buyer will prepare and file with the SEC a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) in the manner described in the Investor Rights Agreement related to the proposals described therein (the “Presented Matters”) to be presented at the first meeting of the Buyer’s stockholders following the date hereof (the “Stockholder Meeting”). No filing of, or amendment or supplement to, the Proxy Statement will made by Buyer without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Stockholder Meeting any information relating to Buyer, Company or Parent should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any 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 which discovers such information will promptly notify the other parties hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by law, disseminated to Buyer’s stockholders. The Proxy Statement shall present proposals relating to the Merger, issuance parties will notify each other promptly of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate in connection with the transactions contemplated by this Agreement. Parent shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable and to cause the Proxy Statement to be mailed to the stockholders of Parent as promptly as practicable following such filing. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent in connection with any such actions. Parent shall promptly notify SMB upon the receipt of any comments from the SEC or the staff of the SEC or 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 SMB will supply each other with copies of all correspondence between Parent and the SEC. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (it or any amendment of its employees, officers, agents or supplement thereto) or responding to any comments of advisors, on the one hand, and the SEC or the staff of the SEC SEC, on the other hand, with respect thereto, Parent shall provide SMB an opportunity to review and comment on such document or response and shall include in such document or response all reasonable comments proposed by SMBthe Proxy Statement.

Preparation of the Proxy Statement. As promptly as practicable following Following the date of this Agreement and receipt consummation of the Financials Audit Offer and other if required by applicable law in order to consummate the Merger, the Company shall promptly (i) prepare a preliminary version of a proxy statement pursuant to Regulation 14A under the Exchange Act or, if applicable law and regulations do not so require, an information statement pursuant to be provided by Empagio and/or SMB hereunderRegulation 14C under the Exchange Act (the "PROXY STATEMENT"), Parent shall prepare and (ii) file with the SEC the Proxy Statement. The Proxy Statement shall present proposals relating to the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate in connection with the transactions contemplated by this Agreement. Parent shall use its commercially all reasonable efforts to have respond to the Proxy Statement cleared by comments of the SEC in connection therewith and to furnish all information required to prepare the definitive Proxy Statement, and (iii) as promptly as practicable and after responding to all such comments to the satisfaction of the SEC, cause the definitive Proxy Statement to be mailed to its respective stockholders, and if necessary, after the stockholders of Parent as definitive Proxy Statement shall have been mailed, promptly as practicable following such filing. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent circulate amended, supplemented or supplemental proxy materials and, if required in connection with any such actionstherewith, resolicit proxies. The Company shall advise Parent shall promptly notify SMB 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 or for additional information and shall provide SMB will supply Parent with copies of all correspondence between Parent the Company or any of its representatives, on the one hand, and the SEC. Notwithstanding , on the foregoingother hand, prior with respect to filing or mailing the Proxy Statement (or the Merger. 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 such an amendment or supplement. The Company shall not mail any 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, which Parent shall provide SMB an opportunity to review and comment on such document or response and shall include in such document or response all reasonable comments proposed by SMBreasonably objects.

Preparation of the Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreement and receipt of (but in no event later than twenty-five (25) Business Days after the Financials Audit and other information to be provided by Empagio and/or SMB hereunderdate hereof), Parent the Company shall prepare and file with the SEC the Proxy Statement. The Each of the Company and Parent shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement shall present proposals relating to the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication or that is customarily included in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate proxy statements prepared in connection with transactions of the transactions type contemplated by this Agreement. Each of the Company and Parent covenant that none of the information supplied or to be supplied by such party for inclusion or incorporation in the Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall respond promptly to any comments from the SEC or the staff of the SEC on the Proxy Statement. As of the mailing date, the Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act. Each of the Company and Parent shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable and after such filing. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the stockholders of Parent the Company as promptly as practicable following such after any and all SEC comments have been resolved. Except in the case of a filing. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent in connection with any such actions. Parent shall promptly notify SMB upon the receipt of any comments from the SEC , amendment or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements supplement to the Proxy Statement and shall provide SMB in connection with copies of all correspondence a Recommendation Withdrawal or any dispute between Parent and the SEC. Notwithstanding parties regarding this Agreement, the foregoingMerger or the other transactions contemplated hereby, prior to no filing of, or mailing amendment or supplement to, the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of shall be made by the SEC or the staff of the SEC with respect theretoCompany, without providing Parent shall provide SMB an and its counsel a reasonable opportunity to review and comment on thereon and giving due consideration to all such document or response and shall include comments in such document or response all reasonable comments proposed by SMBgood faith.

Preparation of the Proxy Statement. As Parent and the Company will as promptly as practicable following after the date of this Agreement and receipt of the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent shall jointly prepare and file with the SEC the Proxy Statement. The , and the Company shall file the Proxy Statement shall present proposals relating to with the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E heretoSEC, and any other matters that are appropriate in connection with the transactions contemplated by this Agreement. Parent shall use its all commercially reasonable efforts to have respond to the Proxy Statement cleared by comments of the SEC as promptly as practicable and to cause the Proxy Statement to be mailed to the stockholders of Parent as promptly as practicable following such filingCompany Shareholders at the earliest practical time. Empagio and/or SMB The Company shall promptly furnish all information that concerning it and the holders of its capital stock as Parent may be reasonably requested by Parent request in connection with any such actions, and Parent shall furnish all information concerning it and Merger Sub as the Company may reasonably request in connection with such actions. Parent shall Each party to this Agreement will notify the other parties promptly notify SMB upon of the receipt of any the comments from the SEC or the staff of the SEC or SEC, if any, and of any request from the SEC or the staff of by the SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and shall provide SMB will supply the other parties with copies of all correspondence between Parent such party or its Representatives, on the one hand, and the SECSEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. 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, Parent the Company (a) shall provide SMB Parent an opportunity to review and comment on such document or response and (b) shall include in such document or response all reasonable comments reasonably proposed by SMBParent; 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 such document or response is transmitted to Parent for its review. If at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any 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 with the SEC and, to the extent required by Law, disseminated to the shareholders of the Company.

Preparation of the Proxy Statement. (a) As promptly as reasonably practicable following after the date execution and delivery of this Agreement and receipt of Agreement, the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent Company shall prepare and file with the SEC the proxy statement (as amended or supplemented from time to time, the “Proxy Statement. The Proxy Statement shall present proposals ”) to be mailed to the stockholders of the Company relating to the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate in connection with the transactions contemplated by this AgreementCompany Stockholders Meeting. Parent The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with the preparation, filing and mailing of the Proxy Statement. Subject to applicable Law, as promptly as reasonably practicable and after the SEC or its staff advises that it has no further comments on the Proxy Statement or that the Company may commence mailing the Proxy Statement, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed distributed to the stockholders of the Company. No filing of, or amendment or supplement to the Proxy Statement, as applicable, shall be made by the Company, and no response to any comments or requests of the SEC or its staff with respect thereto shall be submitted by the Company, without providing Parent as promptly as practicable following such filing. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in connection with the Proxy Statement, or any such actionsresponse, of comments reasonably proposed by Parent. The Company shall notify Parent shall promptly notify SMB upon of the receipt of any comments from the SEC or the staff of the SEC or with respect to the Proxy Statement and of any request from the SEC or by the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information. The Company shall respond promptly to any comments or requests from the staff of the SEC and shall provide SMB supply Parent with copies of all correspondence between Parent and the SEC. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (Company or any amendment or supplement thereto) or responding to any comments of its Representatives, on the SEC or one hand, and the staff of the SEC SEC, on the other hand, with respect thereto, Parent shall provide SMB an opportunity to review and comment on such document or response and shall include in such document or response all reasonable comments proposed by SMBthe Proxy Statement.

Preparation of the Proxy Statement. As promptly Subject to the terms and conditions of this Agreement, as soon as practicable following the date of this Agreement and receipt of Agreement, the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent Company shall prepare and file with the SEC the Proxy Statement. The Proxy Statement shall present proposals a proxy statement relating to the Merger, issuance adoption of this Agreement by the stockholders of the Merger ConsiderationCompany’s at the Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate in connection with the transactions contemplated by this Agreement“Proxy Statement”). Parent shall The Company will use its commercially all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable and to cause the Proxy Statement to be mailed to the Company’s stockholders of Parent as promptly as practicable following such filingafter the Proxy Statement shall have been cleared by the SEC. Empagio and/or SMB Parent and Purchaser shall promptly furnish all information that concerning it as the Company may reasonably request and as may be reasonably requested required by Parent Law and the Exchange Act in connection with any such actionsaction and the preparation, filing and distribution of the Proxy Statement. Parent shall promptly notify SMB upon the receipt of any comments from No filing of, or amendment or supplement to, or correspondence to the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements with respect to the Proxy Statement and shall provide SMB with copies of all correspondence between Parent and will be made by the SEC. Notwithstanding the foregoingCompany, 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, Parent shall provide SMB an without providing Purchaser a reasonable opportunity to review and comment on the portions thereof that relate to the Purchaser, the Parent, the Merger and the other transactions contemplated by this Agreement. The Company will advise Purchaser, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Purchaser, or any of their respective affiliates, officers or directors, should be discovered by the Company or Purchaser which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any statements which, in light of the circumstances under which they were made, are false or misleading as to a material fact, or omits to state any material fact necessary to make the statements therein not false or misleading, the party which discovers such document information shall promptly notify the other parties hereto and an appropriate amendment or response and supplement describing such information shall include be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. A copy of the opinion of Company’s Financial Advisor shall be included in such document or response all reasonable comments proposed by SMBthe Proxy Statement.

Preparation of the Proxy Statement. As promptly as practicable following (a) After the date of this Agreement and receipt of the Financials Audit and other information to be provided by Empagio and/or SMB hereunderhereof, Parent shall (in cooperation with Merger Sub, the Company and the Sellers) promptly prepare and Parent shall file with the SEC as soon as practicable a Registration Statement on Form S-4 (the Proxy Statement. The Proxy Statement shall present proposals relating "Form S-4") under the Securities Act, with respect to the Merger Securities issuable in the Merger, issuance a portion of which Registration Statement shall also serve as the proxy statement with respect to the meeting of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate Shareholders in connection with the transactions contemplated Merger (the "Proxy Statement/Prospectus"). The parties will cause the Form S-4 and the Proxy Statement/Prospectus to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. Parent shall use commercially reasonable efforts, and the Company and the Sellers will cooperate with Parent, to have the Form S-4 declared effective by this Agreementthe SEC as promptly as practicable. Parent shall use its commercially reasonable efforts to have obtain, prior to the effective date of the Form S-4, all necessary state securities law or "blue sky" permits or approvals required to carry out the transactions contemplated by this Agreement. The Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of the Parent Shareholders, and the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent and the Sellers agrees that the written information provided by it specifically for inclusion in the Proxy Statement cleared Statement/Prospectus and each amendment thereto, at the time of mailing thereof and at the time of the meeting of the Parent Shareholders, or, in the case of the Form S-4 or any amendment or supplements thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent will advise the Company and Merger Sub promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Merger Securities Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC as promptly as practicable and for additional information. Parent shall use its commercially reasonable efforts to cause the Proxy Statement Statement/Prospectus to be mailed to the Parent Shareholders at the earliest practicable date as permitted by the SEC. If any time prior to the Effective Time any event relating to or affecting the Parent, the Company or the Sellers shall occur as a result of which it is necessary, in the opinion of counsel for the Parent or the counsel of the Company, to supplement or amend the Proxy Statement/Prospectus in order to make such document not misleading in light of the circumstances existing at the time approval of the stockholders of Parent as promptly as practicable following such filing. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent in connection with any such actions. Parent shall promptly notify SMB upon is sought, Parent, 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 provide SMB with copies of all correspondence between Parent Company and the SECSellers, respectively, will notify the others thereof. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any If Parent determines that such an amendment or supplement thereto) is required, the Company and the Sellers will cooperate with Parent in filing, and Parent will prepare and file, an amendment or responding supplement with the SEC and, if required by law or NYSE rule or applicable state securities authorities such that such document, as so supplemented or amended, will not contain any untrue statement of a material fact or omit to state any comments material fact necessary in order to make the statements therein, in light of the SEC circumstances existing at such time, not misleading, and Parent will, as required by law, disseminate to the Parent Shareholders such amendment or the staff of the SEC with respect thereto, Parent shall provide SMB an opportunity to review and comment on such document or response and shall include in such document or response all reasonable comments proposed by SMBsupplement.

Preparation of the Proxy Statement. As promptly soon as practicable following the date of this Agreement and receipt of Agreement, the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent Company shall prepare and file with the SEC the Proxy Statement. The Proxy Statement shall present proposals relating to Each Holdco will cooperate with the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate Company in connection with the transactions contemplated by this Agreementpreparation of the Proxy Statement, including furnishing to the Company all information regarding the Funds and their affiliates as may be required to be disclosed therein. Parent shall The Company will use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable and to cause the Proxy Statement to be mailed to the Company's stockholders of Parent as promptly as practicable following such filingafter the date hereof. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent in connection with any such actions. Parent shall promptly notify SMB upon the receipt of any comments from the SEC No filing of, or the staff of the SEC amendment or any request from the SEC or the staff of the SEC for amendments or supplements to supplement to, the Proxy Statement and shall provide SMB with copies of all correspondence between Parent and will be made by the SEC. Notwithstanding Company without providing the foregoing, prior to filing or mailing Holdcos 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, Parent shall provide SMB an opportunity to review and comment on thereon and to approve the same, provided that such document approvals shall not be unreasonably withheld. The Company will advise the Holdcos, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or response comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or the Holdcos, or any of their respective affiliates, officers or directors, should be discovered by the Company or either Holdco which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any 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 which discovers such information shall include in promptly notify the other parties hereto and an appropriate amendment or supplement describing such document or response all reasonable comments proposed information shall be promptly filed with the SEC and, to the extent required by SMBlaw, disseminated to the stockholders of the Company.

Preparation of the Proxy Statement. As promptly 5.11.1 Avalon and the Sen Lang Representative shall, as practicable following the date of this Agreement and receipt of the Financials Audit and other information soon as is reasonably practicable, cooperate to be provided by Empagio and/or SMB hereunder, Parent shall prepare and file with the SEC the Proxy Statement. The Once both parties consent to the filing of the Proxy Statement with the SEC (which consent shall present proposals relating not be unreasonably withheld, delayed or conditioned), Avalon shall file the Proxy Statement with the SEC. If, at any time prior to the MergerClosing, issuance Avalon or the Sen Lang Representative shall obtain knowledge of any information contained in or omitted from the Proxy Statement that would require an amendment or supplement to the Proxy Statement, the party obtaining such knowledge will promptly so advise the other party in writing and both Sen Lang and Avalon will promptly take such action as shall be required to amend or supplement the Proxy Statement. Sen Lang shall promptly furnish to Avalon all financial and other information concerning it as may be required for the Proxy Statement and any supplements or amendments thereto. Avalon and the Sen Lang Representative shall cooperate in the preparation of the Merger Consideration, Proxy Statement in a timely fashion and shall use all reasonable efforts to clear the Redomestication, approval Proxy Statement with the Staff of the Certificate SEC. Each of Incorporation of Parent following Sen Lang and Avalon shall use all reasonable efforts to mail at the Redomestication in earliest practicable date to its stockholders the Form of Exhibit D heretoProxy Statement, approval of which shall include all information required under Applicable Law to be furnished to the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, Sen Lang Shareholders and any other matters that are appropriate Avalon’s stockholders in connection with the Acquisition and the transactions contemplated by this Agreementthereby. Parent Avalon also shall use its commercially take such other reasonable efforts actions (other than qualifying to have do business in any jurisdiction in which it is not so qualified or submitting to taxation in any jurisdiction in which it is not subject to taxation) required to be taken under any applicable state securities laws in connection with the issuance of Avalon Common Stock in the Acquisition. Notwithstanding any provision herein to the contrary, the Proxy Statement cleared by shall contain the SEC as promptly as practicable and to cause the Proxy Statement to be mailed to the stockholders audited consolidated financial statements described in clause “a” of Parent as promptly as practicable following such filing. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent in connection with any such actions. Parent shall promptly notify SMB 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 provide SMB with copies of all correspondence between Parent and the SEC. 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, Parent shall provide SMB an opportunity to review and comment on such document or response and shall include in such document or response all reasonable comments proposed by SMBSection 5.13.1.

Preparation of the Proxy Statement. As promptly as reasonably practicable following the date execution of this Agreement and receipt of Agreement, the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent Company shall prepare and file the Proxy Statement with the SEC the Proxy StatementSEC. The Proxy Statement shall present proposals relating to the Merger, issuance of the Merger ConsiderationThereafter, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate in connection with the transactions contemplated by this Agreement. Parent Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC and to be mailed to its stockholders as promptly as practicable reasonably practicable. The Investor shall furnish all information concerning its participation in the Investment and itself and its Subsidiaries and Affiliates to the Company as may be reasonably requested in connection with the Investment and the preparation, filing and distribution of the Proxy Statement. The Company shall cause the Proxy Statement to be mailed comply as to form and substance in all material respects with the stockholders applicable requirements of Parent as promptly as practicable following such filing. Empagio and/or SMB shall promptly furnish all information that may be reasonably requested by Parent in connection with any such actions. Parent shall promptly notify SMB upon (i) the receipt Exchange Act, including Section 14(A) thereof, and the respective regulations promulgated thereunder, (ii) the rules and regulations of any applicable stock exchange or automated quotation system and (iii) the DGCL. The Proxy Statement shall include the Company Recommendation, except as otherwise permitted by Section 4.5(c) of this Agreement. The parties shall cooperate in good faith in preparing and filing the Proxy Statement and any amendments or supplements thereto (including responding to any related requests for additional information and 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 provide SMB with copies of all correspondence between Parent and the SECits staff). Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (and any amendments or any amendment or supplement supplements thereto) , or responding to any related comments of or requests from the SEC or its staff, the staff of the SEC with respect thereto, Parent Company shall provide SMB an the Investor and its advisors with a reasonable opportunity to review and comment on such document materials to be filed or response mailed, or such responses to be given, and the Company shall include make all changes to such materials and responses as reasonably may be requested by the Investor; provided, however, that the Company shall not be required to make such changes requested by the Investor to the extent such requests are related to (i) the characterization by the Company of any Competing Proposal if the Company believes in good faith that its characterization of any such document Competing Proposal is factually accurate with respect to the terms and conditions of such Competing Proposal or response (ii) the Company Recommendation. The Company shall, as promptly as practicable, notify the Investor following receipt of any requests for additional information and comments from, and supply the Investor with copies of all reasonable comments proposed correspondence with, the SEC or the staff thereof in connection with the Proxy Statement and any amendments or supplements thereto. If, at any time after the mailing of the definitive Proxy Statement and prior to the Company Stockholders' Meeting, any event should occur that results in the Proxy Statement containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Proxy Statement, the Company and Parent shall promptly notify each other of the occurrence of such event and then promptly prepare and file with the SEC such amendment or supplement and the Company shall, as may be required by SMBthe SEC, mail to its stockholders each such amendment or supplement.

Preparation of the Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreement and receipt Agreement, but in any event within twenty (20) business days after the date of the Financials Audit and other information to be provided by Empagio and/or SMB hereunderthis Agreement, Parent Amedisys shall prepare and file the preliminary Proxy Statement with the SEC the Proxy StatementSEC. The Proxy Statement parties shall present proposals relating to the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any consult each other matters that are appropriate in connection with setting a preliminary record date for the transactions contemplated by this AgreementAmedisys Stockholders Meeting and shall commence broker searches pursuant to Section 14a-13 of the Exchange Act in connection therewith. Parent shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC Amedisys shall, as promptly as practicable after receipt thereof, provide Parent with copies of any written comments and advise Parent of any oral comments, with respect to the Proxy Statement received from the SEC. Amedisys shall cooperate and provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC. No filing of, or amendment or supplement to the Proxy Statement will be made by Amedisys without providing Parent with a reasonable opportunity to review and comment (which comments shall be considered by Amedisys in good faith) thereon if reasonably practicable; provided that with respect to documents filed by Amedisys that are incorporated by reference in the Proxy Statement, this right of review and comment shall apply only with respect to information relating to Parent or its business, financial condition or results of operations, or the combined entity or the transactions contemplated hereby; and provided, further, that this review and comment right shall not apply with respect to information relating to an Amedisys Recommendation Change. Amedisys shall use reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Amedisys’s stockholders of Parent as promptly as practicable following such filingafter the date the SEC staff confirms that the SEC does not intend to review the preliminary Proxy Statement or advises that it has no further comments thereon or that Amedisys may commence mailing the Proxy Statement. Empagio and/or SMB Amedisys shall advise Parent promptly furnish all information that may be reasonably requested by Parent in connection with any such actions. Parent shall promptly notify SMB upon the receipt after it receives notice thereof, of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of by the SEC for amendments amendment of the Proxy Statement or supplements comments on the Proxy Statement and responses thereto or requests by the SEC for additional information relating thereto. If at any time prior to the Effective Time any information relating to Amedisys, Parent or any of their respective affiliates, officers or directors, should be discovered by Amedisys or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any 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 party and shall provide SMB with copies of all correspondence between Parent and the SEC. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any an appropriate amendment or supplement thereto) or responding to any comments of describing such information shall be promptly filed with the SEC or and, to the staff extent required by Applicable Law, disseminated to the stockholders of the SEC with respect thereto, Parent shall provide SMB an opportunity to review and comment on such document or response and shall include in such document or response all reasonable comments proposed by SMBAmedisys.

Preparation of the Proxy Statement. As promptly as reasonably practicable following after the date execution of this Agreement and receipt of subject to applicable Law (and in any event within twenty (20) Business Days), the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent Company shall prepare the Proxy Statement in preliminary form and file it with the SEC SEC. Subject to Section 5.02, the Company Board shall make the Company Board Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. The Proxy Statement Parent shall present proposals relating provide to the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate in connection with the transactions contemplated by this Agreement. Parent shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable and to cause the Proxy Statement to be mailed to the stockholders of Parent as promptly as practicable following such filing. Empagio and/or SMB shall promptly furnish Company all information that concerning the Parent Parties and their respective Affiliates as may be reasonably requested by Parent the Company and customary in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any such actionscomments thereto received from the SEC. Each of the Company and the Parent Parties shall correct any information provided by it for use in the Proxy Statement as promptly as reasonably practicable for use in an amendment of, or a supplement to, the Proxy Statement so that the Proxy Statement does not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall notify SMB Parent promptly upon the receipt of any comments from the SEC or the staff and of the SEC or any request from the SEC or the staff of by the SEC for amendments or supplements to the Proxy Statement and shall provide SMB supply Parent with copies of all written correspondence between Parent the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Notwithstanding The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the foregoingSEC concerning the Proxy Statement and to resolve such comments with the SEC, prior and shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the resolution of any such comments. Prior to the filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC or the staff of from the SEC with respect thereto, the Company shall (a) provide Parent shall provide SMB an with a reasonable opportunity to review and comment to propose comments on such document or response and shall include in (including the proposed final version of such document or response all response), (b) consider in good faith, inclusion of reasonable comments proposed provided by SMBParent with respect to such document or response, and (c) not file or mail such document or respond to the SEC prior to receiving Parent’s approval, which approval shall not be unreasonably withheld, conditioned or delayed.

Preparation of the Proxy Statement. As promptly The Company shall as soon as practicable following after the date of this Agreement and receipt of hereof (but in no event later than 20 days after the Financials Audit and other information to be provided by Empagio and/or SMB hereunder, Parent shall date hereof) prepare and file a preliminary Proxy Statement with the SEC the Proxy Statement. The Proxy Statement shall present proposals relating to the Merger, issuance of the Merger Consideration, the Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in the Form of Exhibit E hereto, and any other matters that are appropriate in connection with the transactions contemplated by this Agreement. Parent shall use its commercially reasonable best efforts to have the Proxy Statement cleared by respond to any comments of the SEC or its staff as promptly as practicable and to cause the Proxy Statement to be mailed to the stockholders of Parent Company's shareholders as promptly as practicable following (but in no event later than five Business Days after (a) the tenth day after the filing date of the preliminary Proxy Statement (in the event the SEC staff does not review such filingpreliminary Proxy Statement), or (b) the Company has received notification from the SEC staff that its review of the preliminary Proxy Statement has been satisfactorily completed, if applicable). Empagio and/or SMB The Company shall notify Parent promptly furnish all information that may be reasonably requested by Parent (but in connection with any such actions. Parent shall promptly notify SMB upon event not later than two Business Days) after 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 or for additional information and shall provide SMB will supply Parent with copies of all correspondence between Parent the Company or any of its representatives, on the one hand, and the SECSEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. Notwithstanding the foregoing, If at any time prior to filing the Shareholder Meeting there shall occur any event or mailing circumstance that should be set forth in an amendment or supplement to the Proxy Statement (provided that the receipt of any comments from the SEC or any its staff relating to the Proxy Statement shall not be deeded to be an "event" or "circumstance" for such purposes), the Company shall as soon as practicable (but in no event later than five Business Days after the occurrence of such event or circumstance) prepare and file such an amendment or supplement thereto) or responding with the SEC and shall use its reasonable best efforts to respond to any comments of the SEC or its staff as promptly as practicable and to cause such amendment or supplement to be mailed to the Company's shareholders as promptly as practicable (but in no event later than five Business Days after (a) the tenth day after the filing date of such amendment or supplement (in the event the SEC staff does not review such preliminary Proxy Statement), or (b) the Company has received notification from the SEC staff that its review of such amendment or supplement has been satisfactorily completed, if applicable). The Company shall not file or mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the company in the preparation 39 of the SEC with respect Proxy Statement or any amendment or supplement thereto. The Proxy Statement shall (i) solicit the adoption of this Agreement and the Merger by the shareholders of the Company, Parent shall provide SMB an opportunity (ii) subject to review Section 5.5, include the recommendation of the Board of Directors of the Company to the Company's shareholders that they vote in favor of the adoption of this Agreement and comment on such document or response the Merger and shall (iii) include the fairness opinion of HLHZ referred to in such document or response all reasonable comments proposed by SMBSection 2.40.