Common use of Proxy Statement and Other Filings Clause in Contracts

Proxy Statement and Other Filings. (a) As promptly as reasonably practicable after the execution of this Agreement, the Company, Xxxxxxx, Parent and Purchaser shall cooperate and promptly prepare and file with the Securities and Exchange Commission (“SEC”) a proxy statement relating to the meeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (the “Schedule 13E-3”) and any other filings made by or required to be made by the Company, Xxxxxxx, Parent or Purchaser with the SEC in connection with the Merger other than the Proxy Statement and Schedule 13E-3 (the “Other Filings”), if any. The parties shall cause the Proxy Statement, the Schedule 13E-3 and any Other Filings to comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including Regulation 14A and Rule 13e-3, and any other applicable laws. The parties, after consultation with each other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each of Parent, Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each party agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement, Schedule 13E-3 or any Other Filings will, at the respective times when such are filed with the SEC or are first published, given or mailed to the Company’s stockholders, as the case may be, at the time such stockholders vote on adoption of this Agreement or at the Effective Time, 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. (b) As promptly as reasonably practicable after the Proxy Statement Clearance Date, the Company shall cause the Proxy Statement to be mailed to its stockholders. The Proxy Statement shall include the Company Board Recommendation, subject to the Company Board’s right to withdraw, modify or amend such recommendation in accordance with the requirements of Section 6.4. “Proxy Statement Clearance Date” means the later to occur of (i) if the SEC has not informed the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date of the day following such tenth calendar day or (ii) if the SEC has informed the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date that all comments received from the SEC have been cleared.

Proxy Statement and Other Filings. (a) As promptly as reasonably practicable after The Company will include, in the execution of this Agreement, the Company, Xxxxxxx, Parent and Purchaser shall cooperate and promptly prepare and file with the Securities and Exchange Commission (“SEC”) a definitive proxy statement (the "Proxy Statement") relating to the its 2002 annual meeting of stockholders currently scheduled for November 2002 (the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”"Annual Meeting"), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 proposals to (i) approve the anti-dilution provisions with respect to the Merger Series B Preferred Stock and (ii) amend the “Schedule 13E-3”) and any other filings made by or required to be made by the Company, Xxxxxxx, Parent or Purchaser with the SEC in connection with the Merger other than the Proxy Statement and Schedule 13E-3 (the “Other Filings”), if any. The parties shall cause the Proxy Statement, the Schedule 13E-3 and any Other Filings to comply as to form in all material respects with the applicable provisions certificate of the Securities Exchange Act of 1934incorporation, as amended, and of the rules and regulations promulgated thereunder Company to make such changes as are necessary or desirable to effect a reverse stock split of the Company's Common Stock for purposes of attempting to maintain the listing of the Company's Common Stock on the Nasdaq SmallCap Market (the “Exchange Act”"Proposals"), including Regulation 14A and Rule 13e-3, and any other applicable laws. The parties, after consultation with each other, Company will use all reasonable efforts to respond to any comments made by of the SEC with respect to the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each of Parent, Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each party agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement, Schedule 13E-3 or any Other Filings will, at the respective times when such are filed with the SEC or are first published, given or mailed to the Company’s stockholders, as the case may be, at the time such stockholders vote on adoption of this Agreement or at the Effective Time, 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. (b) As promptly as reasonably practicable after the Proxy Statement Clearance Date, the Company shall will cause the Proxy Statement to be mailed to its stockholdersstockholders at the earliest practicable time. As promptly as practicable after the date of this Agreement, the Company will prepare and file a current report on Form 8-K including a pro forma balance sheet for purposes of maintaining the listing of the Company's Common Stock on the Nasdaq SmallCap Market and any other filings required under the Exchange Act, the Securities Act or any other federal or state laws relating to the Financing and the transactions contemplated by this Agreement (the "Other Filings"). The Company will notify the Purchasers promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply the Purchasers with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement shall include and any Other Filings will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company Board Recommendationwill promptly inform the Purchasers of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, subject and/or mailing to stockholders of the Company Board’s right such amendment or supplement. The Board of Directors of the Company shall recommend approval of the Proposals and the Company shall use its reasonable best efforts to withdrawobtain approval of the Proposals by the stockholders. In the event that the Company's stockholders do not approve the Proposals, modify upon request of Warburg, the Company will call and hold an additional meeting or amend such recommendation meetings of stockholders in accordance with the requirements provisions of this Section 6.4. “Proxy Statement Clearance Date” means the later to occur for purposes of (i) if the SEC has not informed obtaining such approvals, provided that the Company that it intends shall not be obligated to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date of the day following hold more than one (1) such tenth calendar day or meeting in any three (ii3) if the SEC has informed month period for the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date that all comments received from the SEC have been clearedsatisfy its obligations.

Proxy Statement and Other Filings. (a) As promptly as reasonably practicable after the execution of this Agreementdate hereof, the CompanyCompany shall, Xxxxxxx, Parent and Purchaser shall cooperate and with the Company to, promptly prepare and file with the Securities and Exchange Commission (“SEC”) a proxy statement relating to the meeting of the Company’s stockholders to be held in connection with for purposes of approving and adopting the Merger Agreement (together with any amendments thereof or supplements thereto, the “Proxy Statement”), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (the “Schedule 13E-3”) and any other filings made by or required to be made by the Company, Xxxxxxx, Parent Purchaser or Purchaser Merger Sub or their Affiliates with the SEC in connection with the Merger other than the Proxy Statement and Schedule 13E-3 (the “Other Filings”). As promptly as reasonably practicable after the No-Shop Period Start Date, if anythe Company shall file the preliminary Proxy Statement with the Securities and Exchange Commission (“SEC”), and the Company and Purchaser shall file the Schedule 13E-3 with the SEC. The parties shall cause the Proxy Statement, the Schedule 13E-3 and any Other Filings to comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including Regulation 14A and Rule 13e-3, and any other applicable laws. The parties, after consultation with each other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each of Parent, Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each party agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement, Schedule 13E-3 or any Other Filings will, at the respective times when the Proxy Statement, Schedule 13E-3 or such Other Filings (as applicable) are filed with the SEC or are first published, given or mailed to the Company’s stockholders, as the case may be, at the time such stockholders vote on adoption of this Agreement or at the Effective Time, 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. (b) As promptly as reasonably practicable after the Proxy Statement Clearance Date, the Company shall cause the Proxy Statement to be mailed to its stockholders. The Proxy Statement shall include the Company Board Recommendation, subject to the Company Board’s right to withdraw, modify or amend such recommendation to the extent permitted under and in accordance with the requirements of Section 6.4. For purposes of this Agreement, the “Proxy Statement Clearance Date” means the later to occur of (i) if the SEC has not informed the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date of the day following such tenth calendar day or (ii) if the SEC has informed the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date that all comments on the Proxy Statement received from the SEC have been cleared.

Proxy Statement and Other Filings. (a) As promptly Purchaser agrees to, and agrees to use commercially reasonable efforts to cause its affiliates to, cooperate with Parent, Merger Sub and the Company in the preparation and filing of, and as reasonably practicable after applicable the execution of this Agreementapproval by the relevant Governmental Authorities, the Company, Xxxxxxx, Parent and Purchaser shall cooperate and promptly prepare and file with Proxy Statement (as defined in the Securities and Exchange Commission (“SEC”Merger Agreement) a proxy statement relating to the meeting Merger and any other reports or statements required by a Governmental Authority or applicable law (including, if applicable, a Rule 13-E transaction statement on Schedule 13E-3), provided that, Purchaser and its affiliates shall (i) only be obligated to provide information available to it; and (ii) have no obligation to provide, or otherwise pay for any fairness opinion. Parent and Merger Sub further agree to indemnify, defend and hold harmless Purchaser and its affiliates for any liability that Purchaser or any of the Company’s stockholders to be held its affiliates may incur in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (the “Schedule 13E-3”) and any other filings made report or statement required by a Governmental Authority, except to the extent that any such liability arises out of or required is based upon an untrue statement of material fact, or omission to be made by the Company, Xxxxxxx, Parent or Purchaser with the SEC state in connection with the Merger other than the Proxy Statement and Schedule 13E-3 (the “Other Filings”), if any. The parties shall cause the Proxy Statement, the Schedule 13E-3 and any Other Filings to comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including Regulation 14A and Rule 13e-3, and any other applicable laws. The parties, after consultation with each other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each of Parent, Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each party agrees that none of the information supplied by it for inclusion report or incorporation by reference in the Proxy Statement, Schedule 13E-3 or any Other Filings will, at the respective times when such are filed with the SEC or are first published, given or mailed to the Company’s stockholders, as the case may be, at the time such stockholders vote on adoption of this Agreement or at the Effective Time, 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 in which they were made, not misleading, so made in conformity with information furnished by the Purchaser or its affiliates. If the indemnification provided for in this Section 6.9 is unenforceable (as determined by final judgment of a court of competent jurisdiction) or otherwise unavailable to Purchaser and its affiliates in respect of any such liability, then Parent and Merger Sub shall, in lieu of indemnifying the applicable indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such liability to the maximum amount allowed by applicable law taking into account the relative benefits and relative fault of the parties in connection with the Proxy Statement and such other reports or statements. (b) As Subject to the conditions and limits set forth in Section 6.9(a), each party hereto agrees promptly as reasonably practicable after to supplement, update and correct any information provided by it for use in the Proxy Statement Clearance Date, the Company shall cause the Proxy Statement to be mailed to its stockholders. The Proxy Statement shall include the Company Board Recommendation, subject and any other document described in subsection (a) if and to the Company Board’s right to withdrawextent that such information is or shall have become incomplete, modify false or amend such recommendation in accordance with the requirements of Section 6.4. “Proxy Statement Clearance Date” means the later to occur of (i) if the SEC has not informed the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date of the day following such tenth calendar day or (ii) if the SEC has informed the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date that all comments received from the SEC have been clearedmisleading.

Proxy Statement and Other Filings. (a) As promptly The Parties shall cooperate to prepare and cause to be filed with the SEC, as soon as reasonably practicable after following the execution of this AgreementAgreement Date, preliminary proxy materials to obtain the CompanyRequired Stockholder Approval (and in connection therewith, XxxxxxxNXP will, Parent as soon as practicable following the Agreement Date, provide any financial statements, narrative disclosure and Purchaser shall cooperate and promptly prepare and file with the Securities and Exchange Commission (“SEC”) a proxy statement other information relating to the meeting Business as may be required by Applicable Law, and shall make its accountants, personnel and counsel available to review and discuss the same with Trident). Promptly following the later of (i) receipt and resolution of SEC comments thereon or (ii) the expiration of the Company’s stockholders ten (10) day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, Trident shall file definitive proxy materials with the SEC, and cause the Proxy Statement to be held mailed to Trident’s Stockholders. Trident will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger Transaction to (together with any amendments thereof or supplements thereto, the “Proxy Statement”), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (the “Schedule 13E-3”x) and any other filings made by or required to be made by the Company, Xxxxxxx, Parent or Purchaser with the SEC in connection with the Merger other than the Proxy Statement and Schedule 13E-3 (the “Other Filings”), if any. The parties shall cause the Proxy Statement, the Schedule 13E-3 and any Other Filings to comply as to form in all material respects with the all applicable provisions of the Securities Exchange Act of 1934, as amendedSEC requirements, and the rules and regulations promulgated thereunder (the “Exchange Act”), including Regulation 14A and Rule 13e-3, and any other applicable laws. The parties, after consultation with each other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each of Parent, Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each party agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement, Schedule 13E-3 or any Other Filings will, at the respective times when such are filed with the SEC or are first published, given or mailed to the Company’s stockholders, as the case may be, at the time such stockholders vote on adoption of this Agreement or at the Effective Time, y) not 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 (z) otherwise comply in all material respects with all Applicable Laws, it being understood that this covenant shall not apply to any statements or omissions made or material included in reliance upon and in conformity with information furnished in writing to Trident by NXP expressly for use in such documents. NXP shall cause all information provided by NXP or its agents to Trident for inclusion in documents to be filed with the SEC or other regulatory authorities in connection with the Transaction to not 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 (iii)otherwise comply in all material respects with all Applicable Laws. (b) As promptly as reasonably practicable after Prior to filing the Proxy Statement Clearance Datepreliminary proxy materials, the Company shall cause the Proxy Statement to be mailed to its stockholders. The Proxy Statement shall include the Company Board Recommendation, subject to the Company Board’s right to withdraw, modify definitive proxy materials or amend such recommendation in accordance any other filing with the requirements SEC or any other Governmental Authority, Trident shall provide NXP with reasonable opportunity to review and comment on each such filing. (c) Trident will notify NXP promptly of Section 6.4. “Proxy Statement Clearance Date” means the later to occur receipt of (i) if any comments from the SEC has not informed or its staff (or of notice of the Company that it intends SEC’s intent to review the Proxy Statement on or prior to the tenth calendar day following the filing Statement) and of the preliminary Proxy Statement, the date of the day following such tenth calendar day or (ii) if any request by the SEC has informed the Company that it intends or its staff or any other government officials for amendments or supplements to review the Proxy Statement on or prior any other filing or for additional/supplemental information, and will supply NXP with copies of all correspondence between Trident and the SEC or any other government officials with respect to the tenth calendar day following Proxy Statement or other filing. Trident shall provide NXP with reasonable opportunity to review and comment on any written response in advance. Whenever either Trident or NXP acquires Knowledge of any event or information that is or may be required to be set forth in an amendment or supplement to the filing of the preliminary Proxy StatementStatement or any other filing, the date that all comments received from party acquiring such Knowledge shall promptly inform the other of such event or information, and NXP shall cooperate with Trident in preparing such amendment or supplement as may be required to reflect such event or information. Trident shall provide NXP with reasonable opportunity to review and comment on any such amendment or supplement in advance, and promptly file with the SEC have been clearedor its staff or any other government officials, and/or, to the extent required by Applicable Law or the SEC or its staff, mail to the Trident’s Stockholders, such amendment or supplement.

Proxy Statement and Other Filings. (a) As promptly as reasonably practicable after the execution of this Agreement, the Company, Xxxxxxx, Parent and Purchaser shall cooperate and promptly prepare and file with the Securities and Exchange Commission (“SEC”) a proxy statement relating to the meeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”), a joint Rule 13e-3 13e­3 Transaction Statement on Schedule 13E-3 13E­3 with respect to the Merger (the “Schedule 13E-313E­3”) and any other filings made by or required to be made by the Company, Xxxxxxx, Parent or Purchaser with the SEC in connection with the Merger other than the Proxy Statement and Schedule 13E-3 13E­3 (the “Other Filings”), if any. The parties shall cause the Proxy Statement, the Schedule 13E-3 13E­3 and any Other Filings to comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including Regulation 14A and Rule 13e-313e­3, and any other applicable laws. The parties, after consultation with each other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Schedule 13E-3 13E­3 and any Other Filings. Each of Parent, Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Schedule 13E-3 13E­3 and any Other Filings. Each party agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement, Schedule 13E-3 13E­3 or any Other Filings will, at the respective times when such are filed with the SEC or are first published, given or mailed to the Company’s stockholders, as the case may be, at the time such stockholders vote on adoption of this Agreement or at the Effective Time, 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. (b) As promptly as reasonably practicable after the Proxy Statement Clearance Date, the Company shall cause the Proxy Statement to be mailed to its stockholders. The Proxy Statement shall include the Company Board Recommendation, subject to the Company Board’s right to withdraw, modify or amend such recommendation in accordance with the requirements of Section 6.4. “Proxy Statement Clearance Date” means the later to occur of (i) if the SEC has not informed the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date of the day following such tenth calendar day or (ii) if the SEC has informed the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date that all comments received from the SEC have been cleared.

Proxy Statement and Other Filings. (a) As promptly as reasonably practicable after The Company will include, in --------------------------------- the execution of this Agreement, the Company, Xxxxxxx, Parent and Purchaser shall cooperate and promptly prepare and file with the Securities and Exchange Commission (“SEC”) a definitive proxy statement (the "Proxy Statement") relating to the its 2002 --------------- annual meeting of stockholders currently scheduled for November 2002 (the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”"Annual Meeting"), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 proposals to (i) approve the anti-dilution provisions with -------------- respect to the Merger Series B Preferred Stock and (ii) amend the “Schedule 13E-3”) and any other filings made by or required to be made by the Company, Xxxxxxx, Parent or Purchaser with the SEC in connection with the Merger other than the Proxy Statement and Schedule 13E-3 (the “Other Filings”), if any. The parties shall cause the Proxy Statement, the Schedule 13E-3 and any Other Filings to comply as to form in all material respects with the applicable provisions certificate of the Securities Exchange Act of 1934incorporation, as amended, and of the rules and regulations promulgated thereunder Company to make such changes as are necessary or desirable to effect a reverse stock split of the Company's Common Stock for purposes of attempting to maintain the listing of the Company's Common Stock on the Nasdaq SmallCap Market (the “Exchange Act”"Proposals"), including Regulation 14A and Rule 13e-3, and any other applicable laws. The parties, after consultation with each other, Company will use all reasonable efforts to respond to any --------- comments made by of the SEC with respect to the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each of Parent, Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each party agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement, Schedule 13E-3 or any Other Filings will, at the respective times when such are filed with the SEC or are first published, given or mailed to the Company’s stockholders, as the case may be, at the time such stockholders vote on adoption of this Agreement or at the Effective Time, 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. (b) As promptly as reasonably practicable after the Proxy Statement Clearance Date, the Company shall will cause the Proxy Statement to be mailed to its stockholdersstockholders at the earliest practicable time. As promptly as practicable after the date of this Agreement, the Company will prepare and file a current report on Form 8-K including a pro forma balance sheet for purposes of maintaining the listing of the Company's Common Stock on the Nasdaq SmallCap Market and any other filings required under the Exchange Act, the Securities Act or any other federal or state laws relating to the Financing and the transactions contemplated by this Agreement (the "Other Filings"). The Company will notify ------------- the Purchasers promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply the Purchasers with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement shall include and any Other Filings will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company Board Recommendationwill promptly inform the Purchasers of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, subject and/or mailing to stockholders of the Company Board’s right such amendment or supplement. The Board of Directors of the Company shall recommend approval of the Proposals and the Company shall use its reasonable best efforts to withdrawobtain approval of the Proposals by the stockholders. In the event that the Company's stockholders do not approve the Proposals, modify upon request of Warburg, the Company will call and hold an additional meeting or amend such recommendation meetings of stockholders in accordance with the requirements provisions of this Section 6.4. “Proxy Statement Clearance Date” means the later to occur for purposes of (i) if the SEC has not informed obtaining such approvals, provided that the Company that it intends shall not be obligated to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date of the day following hold more than one (1) such tenth calendar day or meeting in any three (ii3) if the SEC has informed month period for the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date that all comments received from the SEC have been clearedsatisfy its obligations.