Common use of Proxy Solicitation Materials Clause in Contracts

Proxy Solicitation Materials. The Company and the Board agree that the Company’s proxy statement and proxy cards for the 2009 Annual Meeting and all other solicitation materials to be delivered to shareholders in connection with the 2009 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the Simcoe Group with copies of any portion of proxy materials or other solicitation materials that contain statements relating to the Simcoe Group, the Simcoe Nominee or this Agreement a reasonable period (and, in any event, at least one business day) in advance of filing such materials with the SEC or disseminating the same in order to permit the Simcoe Group a reasonable opportunity to review and comment on such materials. The Simcoe Group will provide, as promptly as reasonably practicable, all information relating to the Simcoe Nominee (and other information, if any) to the extent required under applicable law to be included in the Company’s proxy statement and any other solicitation materials to be delivered to shareholders in connection with the 2009 Annual Meeting. The Company’s proxy statement for the 2009 Annual Meeting shall contain the same type and tenor of information concerning the Simcoe Nominee as provided for the Company’s other director nominees.

Proxy Solicitation Materials. The Company and the Board agree that the Company’s proxy statement Proxy Statement and proxy cards for the 2009 2008 Annual Meeting and all other solicitation materials to be delivered to shareholders stockholders in connection with the 2009 2008 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the Simcoe Group HCP Investors with copies of any portion of proxy materials or other solicitation materials that contain statements relating to the Simcoe GroupHCP Investors, the Simcoe Nominee HCP Investor Nominees or this Agreement a reasonable period (and, in any event, at least one business day) in advance of filing such materials with the SEC or disseminating the same in order to permit the Simcoe Group HCP Investors a reasonable opportunity to review and comment on such materials. The Simcoe Group HCP Investors will provide, as promptly as reasonably practicable, all information relating to the Simcoe Nominee HCP Investor Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s proxy statement Proxy Statement and any other solicitation materials to be delivered to shareholders stockholders in connection with the 2009 2008 Annual Meeting. The Company’s proxy statement Proxy Statement for the 2009 2008 Annual Meeting shall contain the same type and tenor of information concerning the Simcoe Nominee HCP Investor Nominees as provided for the Company’s other director nominees.

Proxy Solicitation Materials. The Company and the Board agree that the Company’s proxy statement Proxy Statement and proxy cards for the 2009 2008 Annual Meeting and all other solicitation materials to be delivered to shareholders stockholders in connection with the 2009 2008 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the Simcoe Group Xxxxx Investors with copies of any portion of proxy materials or other solicitation materials that contain statements relating to the Simcoe GroupXxxxx Investors, the Simcoe Nominee Xxxxx Investor Nominees or this Agreement a reasonable period (and, in any event, at least one business day) in advance of filing such materials with the SEC or disseminating the same in order to permit the Simcoe Group Xxxxx Investors a reasonable opportunity to review and comment on such materials. The Simcoe Group Xxxxx Investors will provide, as promptly as reasonably practicable, all information relating to the Simcoe Nominee Xxxxx Investor Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s proxy statement Proxy Statement and any other solicitation materials to be delivered to shareholders stockholders in connection with the 2009 2008 Annual Meeting. The Company’s proxy statement Proxy Statement for the 2009 2008 Annual Meeting shall contain the same type and tenor of information concerning the Simcoe Nominee Xxxxx Investor Nominees as provided for the Company’s other director nominees.