Common use of Proxy Statement and Schedule 13E-3 Clause in Contracts

Proxy Statement and Schedule 13E-3. (a) As soon as practicable following the date hereof, the Company shall prepare and cause to be filed with the SEC, with the cooperation and assistance of Parent and Merger Sub, the Proxy Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Proxy Statement and the Schedule 13E-3 comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Subject to Section 6.02, the Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable and timely assistance and cooperation to the Company in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.02, in connection with any disclosure regarding an Adverse Recommendation Change, the Company shall not be required to provide Parent or Merger Sub with an opportunity to review or comment on (or include comments proposed by Parent or Merger Sub) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure.

Proxy Statement and Schedule 13E-3. (a) As soon Subject to Section 6.03, as practicable following promptly as practicable, and in any event within fifteen Business Days after the date hereof, the Company and Parent shall prepare and cause to be filed file the Proxy Statement in preliminary form with the SEC and the Schedule 13E-3 with the SEC. Subject to Section 6.03, with the cooperation Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and assistance adoption of this Agreement and the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its shareholders as promptly as practicable following the later of (A) clearance of the Proxy Statement by the SEC and (B) the Go-Shop Period End Date. Parent and Merger Sub, Subsidiary shall furnish to the Company all information concerning Parent and Merger Subsidiary as may be reasonably required by the Company in connection with the Proxy Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub Subsidiary shall promptly correct any information provided by it 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 the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its shareholders, in each case as and to the extent required by Applicable Law. The Company shall (i) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Parent and its counsel a reasonable opportunity to review the Company’s proposed response to such comments, (iii) include in the Company’s written response to such comments any comments reasonably proposed by Parent and its counsel, and (iv) provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. The Parent shall use its reasonable best efforts to ensure that the Proxy Statement and the Schedule 13E-3 comply complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderby the SEC under the 1934 Act. Subject to Section 6.02, the The Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable and timely assistance and cooperation to the Company in the preparation, filing and distribution of have the Proxy Statement, the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements Company and Parent shall use their reasonable best efforts to the Proxy Statement and have the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and cleared by the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.02, in connection with any disclosure regarding an Adverse Recommendation Change, the Company shall not be required to provide Parent or Merger Sub with an opportunity to review or comment on (or include comments proposed by Parent or Merger Sub) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosureas promptly as practicable.

Proxy Statement and Schedule 13E-3. (a) As soon as practicable Promptly following the date hereof, the Company shall prepare and cause to be filed with the SECCompany, with the cooperation and assistance of Holdco, Parent and Merger Sub, the Proxy Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction proxy statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company Company, including the Merger (such Schedule 13E-3proxy statement, as amended or supplemented, being referred to herein as the “Schedule 13E-3Proxy Statement”). Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d), the Proxy Statement shall include the Company Recommendation. Concurrently with the preparation of the Proxy Statement, the Company, Holdco, Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts to ensure so that the Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Subject to Section 6.02, the Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of the Company, Holdco, Parent and Merger Sub shall provide reasonable and timely assistance and cooperation furnish all information concerning such party to the Company other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours 13E-3 and shall provide Parent with copies of all correspondence between the Company it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement and Schedule 13E-3 (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time opportunity to review and comment on such document or response response, and (ii) shall consider in good faith all additions, deletions or changes and take into account those comments reasonably proposed by Parent in good faithand its counsel. Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.026.04, in connection with any disclosure regarding an Adverse Recommendation Changea Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with an the opportunity to review or comment on (or include comments proposed by Parent or Merger Subin) the portion of the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another other filing by the Company with the SEC, solely with respect to such disclosure. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Holdco, Parent and Merger Sub or any of their respective affiliates, officers or directors, is discovered by the Company, Holdco, Parent and Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and Schedule 13E-3 so that the Proxy Statement and Schedule 13E-3 shall 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 are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company; provided that prior to such filing, the Company, Holdco, Parent and Merger Sub, as the case may be, shall consult with the other Parties with respect to such amendment or supplement and shall afford the other Parties and their Representatives reasonable opportunity to comment thereon.

Proxy Statement and Schedule 13E-3. (a) 1.7.1 As soon promptly as practicable following after the date hereofexecution of this Agreement, Target and Newco shall cooperate and promptly prepare and file with the Securities and Exchange Commission (“SEC”) a proxy statement relating to the meeting of Target’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the Company shall prepare “Proxy Statement”), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) with respect to the Merger and cause any other filings made by or required to be filed made by Target with the SEC, with the cooperation and assistance of Parent and Merger Sub, SEC other than the Proxy StatementStatement and Schedule 13E-3 (the “Other Filings”), if any. Concurrently with the preparation of The respective parties shall cause the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating and any Other Filings to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such Schedule 13E-3, comply as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Proxy Statement and the Schedule 13E-3 comply form in all material respects with the requirements applicable provisions of the Exchange Act Act, including Regulation 14A and Rule 13e-3 thereunder, and any other applicable laws. The respective parties, after consultation with the rules and regulations promulgated thereunder. Subject to Section 6.02other, the Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Company, Parent and Merger Sub shall will use its all reasonable best efforts to respond promptly to any comments of made by the SEC with respect to the Proxy Statement Statement, the Schedule 13E-3 and any Other Filings. Target and Newco shall furnish to each other all information concerning it and the Schedule 13E-3. Each holders of Parent its capital stock as the other may reasonably request in connection with such actions and Merger Sub shall provide reasonable and timely assistance and cooperation to the Company in the preparation, filing and distribution preparation of the Proxy Statement, the Schedule 13E-3 and any Other Filings. As promptly as practicable after the resolution clearance of comments from the Proxy Statement and the Schedule 13E-3 by the SEC. Upon , Target shall mail the Proxy Statement to its receipt of any comments from stockholders (or, if the SEC or its staff or any request from the SEC or its staff for amendments or supplements chooses not to review the Proxy Statement and the Schedule 13E-3, within 10 days after the Company date that the SEC notifies Target that it will not review the Proxy Statement). The Proxy Statement shall promptly notify Parent include the recommendation of the Target Board of Directors and the Special Committee that adoption of the Merger Sub Agreement by Target’s stockholders is advisable and that Target Board of Directors and the Special Committee has determined that the Merger is fair to, and in any event within twenty-four (24) hours the best interests of, Target Stockholders other than Mx. Xxxx, Newco and shall provide Parent with copies their Affiliates, subject to Target Board of all correspondence between Directors or the Company and Special Committee’s right to withdraw, modify or amend such recommendation if Target Board of Directors or the Special Committee, as applicable, determines in good faith, after receipt of the advice of its Representativesoutside counsel, on the one hand, that such action is necessary for Target Board of Directors and the SEC and its staffSpecial Committee to comply with their fiduciary duties under applicable law. No amendment or supplement to the Proxy Statement, on the other hand. Prior to filing the Schedule 13E-3 or mailing any Other Filings will be made by Target without the approval of Newco, which shall not be unreasonably delayed or withheld. Target will advise Newco promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement (or in each case, any amendment Other Filings or supplement thereto) comments thereon and responses thereto or responding to any comments of requests by the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.02, in connection with any disclosure regarding an Adverse Recommendation Change, the Company shall not be required to provide Parent or Merger Sub with an opportunity to review or comment on (or include comments proposed by Parent or Merger Sub) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosurefor additional information.

Proxy Statement and Schedule 13E-3. (a) As soon as reasonably practicable following the date hereofof this Agreement, the Company shall shall, with the assistance of Parent, prepare and cause to be filed file the Proxy Statement with the SEC. Concurrently with filing the Proxy Statement with the SEC, the Company and Parent shall prepare and file the Schedule 13E-3 with the cooperation SEC. Holdco, Parent, Merger Sub and assistance of Parent and Merger Sub, the Proxy Statement. Concurrently Company will cooperate with each other in the preparation of the Proxy StatementStatement and the Schedule 13E-3. Without limiting the generality of the foregoing, the Companyeach of Holdco, Parent and Merger Sub shall jointly prepare and cause will furnish to the Company the information relating to it required by the Exchange Act to be filed with set forth in each of the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger Proxy Statement and the Transactions by the shareholders of the Company (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the CompanyHoldco, Parent and Parent, Merger Sub and the Company shall use its commercially reasonable best efforts to ensure that resolve all SEC comments with respect to the Proxy Statement and the Schedule 13E-3 comply in all material respects with the requirements as promptly as reasonably practicable after receipt thereof. Each of the Exchange Act Holdco, Parent, Merger Sub and the rules and regulations promulgated thereunder. Subject Company agrees to Section 6.02, the Company shall include the Company Board Recommendation correct any information provided by it for use in the Proxy StatementStatement and the Schedule 13E-3 which shall have become false or misleading. Each of the Company, The Company shall as soon as reasonably practicable notify Parent and Merger Sub shall use its reasonable best efforts to respond promptly to of the receipt of any comments of from the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable and timely assistance and cooperation to the Company in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from request by the SEC or its staff or for any request from the SEC or its staff for amendments or supplements amendment to the Proxy Statement and or the Schedule 13E-3, the 13E-3 or for additional information in connection therewith. The Company shall will promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours and shall provide Parent with copies of all correspondence between the Company and its Representativesthe SEC with respect to the Proxy Statement and Schedule 13E-3, on and Parent will promptly provide the one hand, Company with copies of all correspondence between Parent and the SEC and its staff, on with respect to the other handSchedule 13E-3. Prior to filing the Schedule 13E-3 or mailing (as applicable) the Proxy Statement and Schedule 13E-3 (or in each case, any amendment or supplement thereto) or responding to any comments of from the SEC with respect thereto, Parent and its counsel, with respect to the Proxy Statement, and the Company and the Special Committee and their respective counsel, with respect to the Schedule 13E-3, shall be given, to the extent practicable, three (i3) shall provide Parent and Merger Sub with a reasonable period of time Business Days to review and comment on such document the Proxy Statement, Schedule 13E-3 and any proposed responses to any SEC comments or response communications, as applicable, and (ii) the Company and Parent shall consider in good faith all additions, deletions or changes reasonably proposed suggested thereto in good faith by Parent in good faith. Notwithstanding anything herein and its counsel, with respect to the contrary, and subject to compliance with the terms of Section 6.02, in connection with any disclosure regarding an Adverse Recommendation Change, the Company shall not be required to provide Parent or Merger Sub with an opportunity to review or comment on (or include comments proposed by Parent or Merger Sub) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another filing by and the Company with and the SECSpecial Committee and their respective counsel, with respect to such disclosurethe Schedule 13E-3.

Proxy Statement and Schedule 13E-3. (a) As soon as practicable following the date hereof, and no later than twenty (20) Business Days following the date of this Agreement, the Company shall prepare and cause to be filed with the SEC, with the cooperation and assistance of Parent and Merger Sub, the Proxy Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Proxy Statement and the Schedule 13E-3 comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Subject to Section 6.026.2, the Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable and timely assistance and cooperation to the Company in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.02, in connection with any disclosure regarding an Adverse Recommendation Change, the Company shall not be required to provide Parent or Merger Sub with an opportunity to review or comment on (or include comments proposed by Parent or Merger Sub) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure.38

Proxy Statement and Schedule 13E-3. (a) Section 5.3.1 As soon promptly as practicable following after the date hereof, the Company shall prepare and cause to be filed with the SEC, with the cooperation and assistance of Parent and Merger Sub, the Proxy Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval execution of this Agreement, the Plan of Merger Company and Parent shall cooperate and promptly prepare and file with the Transactions by SEC a proxy statement relating to the shareholders of the Company (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each meeting of the Company's stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, Parent the "Proxy Statement") and a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") with respect to the Merger Sub and any Other Filings, if any. The respective parties shall use its reasonable best efforts to ensure that cause the Proxy Statement and the Schedule 13E-3 to comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including Regulation 14A and Rule 13e-3. Subject to Section 6.02The respective parties, after consultation with the Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Companyother, Parent and Merger Sub shall will use its all reasonable best efforts to respond promptly to any comments of made by the SEC with respect to the Proxy Statement Statement, any Other Filings and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable and timely assistance and cooperation to 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, filing and distribution preparation of the Proxy Statement, any Other Filings and the Schedule 13E-3. As promptly as practicable after the clearance of the Proxy Statement and the Schedule 13E-3 and the resolution of comments from by the SEC. Upon , the Company shall mail the Proxy Statement to its receipt of any comments from stockholders (or, if the SEC or its staff or any request from the SEC or its staff for amendments or supplements chooses not to review the Proxy Statement and the Schedule 13E-3, within 10 days after the date that the SEC notifies the Company that it will not review the Proxy Statement). The Proxy Statement shall promptly notify Parent include the recommendation of the Company Board that adoption of the Merger Agreement by the Company's stockholders is advisable and that the Company Board has determined that the Merger Sub is fair and in any event within twenty-four the best interests of the Company's stockholders. No amendment or supplement (24other than pursuant to Section 425 of the Securities Act with respect to releases made in compliance with Section 5.9) hours and shall provide Parent with copies of all correspondence between to the Company and its RepresentativesProxy Statement, on the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing any Other Filings will be made by the Company without the approval of Parent. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement (or in each case, any amendment Other Filings or supplement thereto) comments thereon and responses thereto or responding to any comments of requests by the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.02, in connection with any disclosure regarding an Adverse Recommendation Change, the Company shall not be required to provide Parent or Merger Sub with an opportunity to review or comment on (or include comments proposed by Parent or Merger Sub) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosurefor additional information.

Proxy Statement and Schedule 13E-3. (a) As soon as practicable following the date hereof, the Company shall prepare and cause to be filed with the SEC, with the cooperation and assistance of Parent and Merger Sub, shall prepare the Proxy Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 13e−3 transaction statement on Schedule 13E-3 13E−3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such Schedule 13E-313E−3, as amended or supplemented, being referred to herein as the “Schedule 13E-313E−3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Proxy Statement and the Schedule 13E-3 13E−3 comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Subject to Section 6.02, the Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-313E−3. Each of Parent and Merger Sub shall provide reasonable and timely assistance and cooperation to the Company in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 13E−3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-313E−3, the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours and shall provide Parent with copies of all correspondence between the Company and its Representativesrepresentatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 13E−3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.02, in connection with any disclosure regarding an Adverse Recommendation Change, the Company shall not be required to provide Parent or Merger Sub with an opportunity to review or comment on (or include comments proposed by Parent or Merger Sub) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure.

Proxy Statement and Schedule 13E-3. (a) As soon as practicable following the date hereofReasonably promptly after execution of this Agreement, the Company shall prepare and cause to be filed with the SEC, with the cooperation and assistance of Parent and Merger Sub, the Proxy Statement, file the Proxy Statement with the SEC under the Exchange Act, and use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Concurrently Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to ensure that the Proxy Statement and the Schedule 13E-3 comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Subject to Section 6.02, the Company shall include the Company Board Recommendation in the Proxy Statement. Each notify Acquiror of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to receipt of any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of Parent and Merger Sub shall provide reasonable and timely assistance and cooperation to the Company in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from requests by the SEC for any amendment or its staff supplement thereto or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3, the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours additional information and shall provide Parent with to Acquiror reasonably promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its Representatives, on counsel the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time opportunity to review and comment on such document the Proxy Statement and any other documents filed with the SEC or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. Notwithstanding anything herein mailed to the contraryCompany Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and subject shall give Acquiror and its counsel the opportunity to compliance review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding and Acquiror agrees to use its commercially reasonable efforts, after consultation with the terms other parties hereto, to respond promptly to all such comments of Section 6.02, in connection with any disclosure regarding an Adverse Recommendation Changeand requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall not be required to provide Parent or Merger Sub with an opportunity to review or comment on (or include comments proposed by Parent or Merger Sub) the Schedule 13E-3 or mail the Proxy StatementStatement to the Stockholders. Prior to the date of approval of the Merger by the Stockholders, each of the Company, Holding and Acquiror shall correct promptly any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement theretoto the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Stockholders, or any comments thereon or another filing in each case to the extent required by the Company with the SEC, with respect to such disclosureapplicable Law.