Common use of Proxy Filing; Information Supplied Clause in Contracts

Proxy Filing; Information Supplied. The Company will prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement, and in any event within 20 Business Days (subject to Parent’s compliance in all material respects with this Section 5.4), a Proxy Statement in preliminary form relating to the Stockholders Meeting. The Company shall use reasonable best efforts to provide to Parent a draft of the Proxy Statement as promptly as reasonably practicable after the date of this Agreement, and in any event within 17 Business Days after the date of this Agreement. Subject to Section 5.3(e), the Company Board of Directors shall include the Company Recommendation in the Proxy Statement. Parent shall cooperate with the Company in the preparation of the Proxy Statement and furnish all information concerning Parent and Merger Sub that is required in connection with the preparation of the Proxy Statement. The Company agrees, as to it and its Subsidiaries, that at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Stockholders Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. The Company will promptly, and in any event, within 48 hours, notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by 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 and the SEC with respect to the Proxy Statement. Subject to Section 5.7 and applicable attorney-client privilege, the Company and Parent will each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company will cause the definitive Proxy Statement to be mailed (i) if the SEC provides comments to the preliminary Proxy Statement, as promptly as reasonably practicable (and in any event within five Business Days) after the date the SEC staff advises that it has no further comments thereon or (ii) if, within 10 calendar days after the filing of the preliminary Proxy Statement, the SEC staff has not indicated that it expects to have comments to the preliminary Proxy Statement, as promptly as reasonably practicable (and in any event within five Business Days) after such 10th calendar day.

Proxy Filing; Information Supplied. The Company will prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement, and in any event event, within 20 Business Days (subject to Parent’s compliance in all material respects with 30 calendar days after the date of this Section 5.4)Agreement, a Proxy Statement in preliminary form relating to the Stockholders Shareholders Meeting. The Company shall use reasonable best efforts to provide to Parent a draft of the Proxy Statement as As promptly as reasonably practicable after the date of this Agreement, and and, in any event event, within 17 Business Days after the date 20 calendar days of this Agreement. Subject to Section 5.3(e), the Company Board of Directors shall include the Company Recommendation in the Proxy Statement. will prepare and provide to Parent shall cooperate with the Company in the preparation a reasonably complete draft of the Proxy Statement and furnish all information concerning Parent and Merger Sub that is required in connection with the preparation of the preliminary Proxy Statement. The Company agrees, as to it and its Subsidiaries, that at the date of mailing to stockholders shareholders of the Company and at the time of the Stockholders Shareholders Meeting (a) the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to thereunder and (b) none of the Stockholders Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, supplied by it or any of their respective Affiliates, officers its Subsidiaries for inclusion or directors, is discovered incorporation by Parent or the Company that should be set forth reference in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include a misstatement will 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 were made, not misleading. Parent agrees, as to it and its Affiliates, that at the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by date of mailing to shareholders of the Company with and at the SEC and, to the extent required by applicable Law, disseminated to the stockholders time of the CompanyShareholders Meeting, none of the information supplied by it or any of its Affiliates for inclusion or incorporation by reference in the Proxy Statement will 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 were made, not misleading. The Company will promptly, and in any event, within 48 hours, promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by 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 and the SEC with respect to the Proxy Statement. Subject to Section 5.7 and applicable attorney-client privilege, the The Company and Parent will each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company will cause the definitive Proxy Statement to be mailed (i) if the SEC provides comments to the preliminary Proxy Statement, as promptly as reasonably practicable (and in any event within five Business Days) after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement or (ii) if, within 10 calendar days after the filing of the preliminary Proxy Statement, the SEC staff Company has not indicated that it expects to have received comments to the preliminary Preliminary Proxy Statement, as promptly as reasonably practicable (and in any event within five Business Days) after such 10th calendar day.

Proxy Filing; Information Supplied. The Company will shall prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement, Agreement (and in any event within 20 Business Days twenty (subject to Parent’s compliance in all material respects with this Section 5.420) business days of the date hereof), a the Proxy Statement in preliminary form relating (which shall, subject to Section 6.2, include the Stockholders MeetingCompany Recommendation). The Company shall use reasonable best efforts to provide to Parent a draft of the Proxy Statement shall, as promptly as reasonably practicable after the date of this Agreementpracticable, and in any event within 17 Business Days after the date of this Agreement. Subject to Section 5.3(e), the Company Board of Directors shall include the Company Recommendation in the Proxy Statement. Parent shall cooperate with the Company in the preparation of the Proxy Statement and furnish all information concerning Parent and Merger Sub that is required in connection with the preparation of the Proxy Statement. The Company agrees, as to it and its Subsidiaries, that at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Stockholders Meeting (or any adjournment or postponement thereofx) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. The Company will promptly, and in any event, within 48 hours, notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and will promptly (y) provide to Parent copies of all written correspondence between the Company and/or or any of its Representatives and the SEC with respect to the Proxy Statement. Subject to Section 5.7 and applicable attorney-client privilege, the The Company and Parent will each shall use its commercially reasonable best efforts (with the assistance of Parent) to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and to resolve such comments with the SEC. The Company will shall cause the definitive Proxy Statement to be mailed (i) if the SEC provides comments to the preliminary Proxy Statement, as promptly as reasonably practicable (and in any event within five Business Days) after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement (which shall not be later than five (5) business days after the date on which the SEC confirms that it has no further comments on the Proxy Statement or that the Company may commence mailing the Proxy Statement, if the SEC determines to review the Proxy Statement). The Company and Parent each agree, as to itself and its respective Subsidiaries, that (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to shareholders of the Company or at the time of the Shareholders 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 were made, not misleading, and each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) if, within 10 calendar days after supplement the filing of information provided by it specifically for use in the preliminary Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement to be so corrected or supplemented, to be filed with the SEC staff has not indicated that it expects and to have comments be mailed to the preliminary Proxy Statementholders of the Shares, in each case as promptly as reasonably practicable (and in any event within five Business Days) after such 10th calendar dayas and to the extent required by applicable Law.

Proxy Filing; Information Supplied. (a) The Company will shall prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement, and in any event within 20 Business Days twenty (subject to Parent’s compliance in all material respects with 20) business days after the date of this Section 5.4)Agreement, a the Proxy Statement in preliminary form relating to the Stockholders Shareholders Meeting. The JAB, Merger Sub and the Company shall use reasonable best efforts to provide to Parent a draft of the Proxy Statement as promptly as reasonably practicable after the date of this Agreement, cooperate and consult with each other in any event within 17 Business Days after the date of this Agreement. Subject to Section 5.3(e), the Company Board of Directors shall include the Company Recommendation in the Proxy Statement. Parent shall cooperate with the Company in the preparation of the Proxy Statement and furnish all information concerning Parent and Merger Sub that is required in connection with the preparation of the Proxy Statement. The Each of JAB and Merger Sub will furnish to the Company agrees, as in a timely manner the information relating to it and its Subsidiaries, that at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting the Proxy Statement will comply as to form in all material respects with the applicable provisions of required by the Exchange Act and the rules and regulations thereunder. If at any time prior promulgated thereunder to the Stockholders Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an the Proxy Statement. The Company shall not file the preliminary Proxy Statement, or any amendment or supplement thereto, without providing JAB a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information Company). The Company shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. The Company will promptly, and in any event, within 48 hours, notify Parent JAB of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information information, shall consult with JAB and will Merger Sub prior to responding to any such comments or requests or filing any amendment or supplement to the Proxy Statement and shall promptly provide to Parent JAB copies of all written correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. Subject to Section 5.7 and applicable attorney-client privilege, the The Company and Parent will each shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company will to cause the definitive Proxy Statement to be mailed (i) if the SEC provides comments to the preliminary Proxy Statement, holders of Shares as promptly as reasonably practicable (and in any event within five Business Days) possible after the date the SEC staff advises that it has no further comments thereon or (ii) ifthat the Company may commence mailing the Proxy Statement. If the Company, within 10 calendar days after JAB or Merger Sub become aware of any information relating to themselves or any of their respective Representatives that, pursuant to the filing of Securities Act or the preliminary Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then the party that discovers such information shall promptly notify the other party thereof. Thereafter, the Company shall promptly include such information in an amendment or supplement to the Proxy Statement filed with the SEC staff has not indicated that it expects to have comments and, if appropriate, promptly mail such amendment or supplement to the preliminary holders of Shares. The Company shall use reasonable best efforts to ensure that the Proxy Statement, Statement complies with Section 4.12 and as promptly as reasonably practicable (and to form in any event within five Business Days) after such 10th calendar dayall material respects with the requirements of the Exchange Act.