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.

Proxy Statement and Other Filings. The Company will include, in --------------------------------- the definitive proxy statement (athe "Proxy Statement") relating to its 2002 --------------- annual meeting of stockholders currently scheduled for November 2002 (the "Annual Meeting"), proposals to (i) approve the anti-dilution provisions with -------------- respect to the Series B Preferred Stock and (ii) amend the certificate of incorporation, as amended, of the 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 "Proposals"). The Company will respond to any --------- comments of the SEC and will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time. As promptly as reasonably practicable after the execution date of this Agreement, the Company, Xxxxxxx, Parent and Purchaser shall cooperate and promptly Company will prepare and file with 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 and Exchange Commission (“SEC”) a proxy statement Act or any other federal or state laws relating to the meeting 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 Company’s stockholders to be held in connection with SEC or its staff and of any request by the Merger (together with SEC or its staff or any other government officials for amendments thereof or supplements theretoto 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 “Proxy Statement”)one hand, a joint Rule 13e-3 Transaction Statement and the SEC, or its staff or any other government officials, on Schedule 13E-3 the other hand, 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 “or any Other Filings”), if anyFiling. The parties shall cause the Proxy Statement, the Schedule 13E-3 Statement and any Other Filings to will comply as to form in all material respects with the all applicable provisions requirements of the Securities Exchange Act of 1934, as amended, law and the rules and regulations promulgated thereunder (the “Exchange Act”), including Regulation 14A and Rule 13e-3, and thereunder. Whenever any other applicable laws. The parties, after consultation with each other, will use all reasonable efforts event occurs which is required to respond to any comments made by the SEC with respect be set forth in an amendment or supplement to the Proxy StatementStatement or any Other Filing, the Schedule 13E-3 Company will promptly inform the Purchasers of such occurrence and cooperate in filing with the SEC or its staff or any Other Filingsother government officials, and/or mailing to stockholders of the Company such amendment or supplement. Each The Board of Parent, Purchaser Directors of the Company shall recommend approval of the Proposals and the Company shall furnish use its reasonable best efforts 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 obtain approval of the Proxy StatementProposals by the stockholders. In the event that the Company's stockholders do not approve the Proposals, upon request of Warburg, the Schedule 13E-3 Company will call and any Other Filings. Each party agrees that none hold an additional meeting or meetings of the information supplied by it for inclusion or incorporation by reference stockholders in the Proxy Statement, Schedule 13E-3 or any Other Filings will, at the respective times when such are filed accordance 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 provisions of this Agreement or at Section for purposes of obtaining such approvals, provided that the Effective Time, contain Company shall not be obligated to hold more than one (1) such meeting in any untrue statement of a material fact or omit three (3) month period for the Company 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 misleadingsatisfy its obligations.

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.

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.

Proxy Statement and Other Filings. The Company will include, in the definitive proxy statement (athe "Proxy Statement") relating to its 2002 annual meeting of stockholders currently scheduled for November 2002 (the "Annual Meeting"), proposals to (i) approve the anti-dilution provisions with respect to the Series B Preferred Stock and (ii) amend the certificate of incorporation, as amended, of the 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 "Proposals"). The Company will respond to any comments of the SEC and will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time. As promptly as reasonably practicable after the execution date of this Agreement, the Company, Xxxxxxx, Parent and Purchaser shall cooperate and promptly Company will prepare and file with 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 and Exchange Commission (“SEC”) a proxy statement Act or any other federal or state laws relating to the meeting 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 Company’s stockholders to be held in connection with SEC or its staff and of any request by the Merger (together with SEC or its staff or any other government officials for amendments thereof or supplements theretoto 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 “Proxy Statement”)one hand, a joint Rule 13e-3 Transaction Statement and the SEC, or its staff or any other government officials, on Schedule 13E-3 the other hand, 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 “or any Other Filings”), if anyFiling. The parties shall cause the Proxy Statement, the Schedule 13E-3 Statement and any Other Filings to will comply as to form in all material respects with the all applicable provisions requirements of the Securities Exchange Act of 1934, as amended, law and the rules and regulations promulgated thereunder (the “Exchange Act”), including Regulation 14A and Rule 13e-3, and thereunder. Whenever any other applicable laws. The parties, after consultation with each other, will use all reasonable efforts event occurs which is required to respond to any comments made by the SEC with respect be set forth in an amendment or supplement to the Proxy StatementStatement or any Other Filing, the Schedule 13E-3 Company will promptly inform the Purchasers of such occurrence and cooperate in filing with the SEC or its staff or any Other Filingsother government officials, and/or mailing to stockholders of the Company such amendment or supplement. Each The Board of Parent, Purchaser Directors of the Company shall recommend approval of the Proposals and the Company shall furnish use its reasonable best efforts 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 obtain approval of the Proxy StatementProposals by the stockholders. In the event that the Company's stockholders do not approve the Proposals, upon request of Warburg, the Schedule 13E-3 Company will call and any Other Filings. Each party agrees that none hold an additional meeting or meetings of the information supplied by it for inclusion or incorporation by reference stockholders in the Proxy Statement, Schedule 13E-3 or any Other Filings will, at the respective times when such are filed accordance 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 provisions of this Agreement or at Section for purposes of obtaining such approvals, provided that the Effective Time, contain Company shall not be obligated to hold more than one (1) such meeting in any untrue statement of a material fact or omit three (3) month period for the Company 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 misleadingsatisfy its obligations.