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

Proxy Statement and Schedule 13E. 3. (a) Promptly following the date hereof, the Company, with the assistance of Parent and Merger Sub, shall prepare and cause to be filed with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company and Parent shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company and Parent shall use its reasonable best efforts so that 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. Each of the Company and Parent shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3. Each of the Company and Parent shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the 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 Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed). If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, is discovered by the Company or Parent 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.

Proxy Statement and Schedule 13E. 3. (a) Promptly following In connection with the date hereofShareholders’ Meeting, the CompanyCompany shall, with the commercially reasonable assistance and cooperation of Parent and Merger Sub, shall (i) use its commercially reasonable efforts to prepare and cause to be filed file with the SEC a proxy statement relating to the approval Proxy Statement within fifteen Business Days from the date of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such proxy statement, ii) respond as amended or supplemented, being referred to herein promptly as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company and Parent shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company and Parent shall use its reasonable best efforts so that 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. Each of the Company and Parent shall use its reasonable best efforts to respond promptly practicable to any comments of received from the SEC with respect to the Proxy Statement and Schedule 13E-3. Each of the Company and Parent shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the 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 Schedule 13E-3 and shall provide Parent with copies of all correspondence between it such comments to Merger Sub promptly upon receipt, (iii) as promptly as reasonably practicable prepare and its representatives, on the one hand, file (after Parent and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent Merger Sub have had a reasonable opportunity to review and comment on such document on) any amendments or responsesupplements necessary to be filed in response to any SEC comments or as required by Law, (iiiv) use its reasonable best efforts to have cleared by the SEC and shall include in thereafter mail to its shareholders as promptly as reasonably practicable, the Proxy Statement and all other customary proxy or other materials for meetings such document or response all comments reasonably proposed by Parent and as the Shareholders’ Meeting, (iiiv) shall not file or mail such document or respond to the SEC prior extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to receiving the approval shareholders of Parent (the Company any supplement or amendment to the Proxy Statement if any event shall occur which approval shall not be unreasonably withheld, conditioned or delayed). If requires such action at any time prior to the Shareholders’ Meeting, and (vi) otherwise use commercially reasonable efforts to comply with all requirements of Law applicable to the Shareholders’ Meeting and the Merger. Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including furnishing the Company upon request with any and all information as may be required to be set forth in the Proxy Statement under the Exchange Act. The Company shall provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. In connection with the filing of the Proxy Statement, the Company and Merger Sub shall cooperate to (A) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC the Schedule 13E-3 relating to the Merger and the other transactions contemplated hereby and furnish to each other all information concerning such party as may be reasonably requested in connection with the preparation of the Schedule 13E-3, (B) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings and shall consult with each other prior to providing such response, (C) as promptly as reasonably practicable after consulting with each other, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (D) have cleared by the SEC the Schedule 13E-3, and (E) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the shareholders of the Company any supplement or amendment to the Schedule 13E-3 if any event shall occur which requires such action at any time prior to the Shareholders’ Meeting. If, at any time prior to the Effective Time, any information relating to the Company, Parent or Merger Sub or any of their respective affiliates, officers or directors, is Affiliates should be discovered by the Company Company, Parent or Parent Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and or Schedule 13E-3 13E-3, as applicable, so that the Proxy Statement and or Schedule 13E-3 13E-3, as applicable, 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 that 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 the Company shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the shareholders of the Company’s shareholders.

Proxy Statement and Schedule 13E. 3. (a) Promptly As promptly as reasonably practicable following the date hereof, the Company, with the assistance of Holdco, Parent and Merger Sub, shall prepare and cause to be filed with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions Agreement by the shareholders of the Company Stockholders (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company Company, Holdco, Parent and Parent Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company Company, Holdco, Parent and Parent Merger Sub shall use its commercially reasonable best efforts so that 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. Each of the Company Company, Holdco, Parent and Parent Merger Sub shall use its commercially reasonable best efforts to (i) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to such filings of the Proxy Statement and the Schedule 13E-3, (ii) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in response to any such comments or as required by Law, (iii) have cleared by the staff of the SEC the Proxy Statement and the Schedule 13E-3 (and with respect to the Proxy Statement, the Company will thereafter mail to the Stockholders as promptly as reasonably practicable, the Proxy Statement and all other required proxy or other material for meetings such as the Stockholders’ Meeting) and (iv) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the Stockholders any supplement or amendment to the Proxy Statement or Schedule 13E-3 if any event shall occur which requires such action at any time prior to the Stockholders’ Meeting. Each of the Company Holdco, Parent and Parent Merger Sub shall promptly furnish all information concerning such party it to the other Company as may be reasonably requested in connection with, and cooperate with the Company in, the preparation, filing and distribution of the Proxy Statement and the Schedule 13E-3. The Company shall promptly notify Parent upon the 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 Schedule 13E-3 and shall promptly provide Parent with copies of all written correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Parent shall promptly provide to the Company with copies of all written correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing of the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable an opportunity to review and comment on such document or response, response and (ii) shall include consider in such document or response good faith all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed)Parent. If at any time prior to the ShareholdersStockholders’ Meeting, any information relating to the Company, Parent Holdco, Parent, Merger Sub or any of their respective affiliatesAffiliates, officers or directors, directors is discovered by the Company Company, Merger Sub, Holdco, or Parent 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 CompanyStockholders.

Proxy Statement and Schedule 13E. 3. . (a) Promptly following As promptly as practicable after the date hereofexecution of this Agreement, the CompanyCompany and Mergerco will cooperate to prepare a joint Rule 13E-3 Transaction Statement relating to the transactions contemplated hereby (together with any amendments thereto, with the assistance of Parent "Schedule 13E-3") and Merger Sub, shall the Company will prepare and cause to be filed file with the SEC a proxy statement relating to the approval of this Agreement(together with any amendments thereto, the Plan "Proxy Statement") for use in connection with the solicitation of Merger proxies for the Company Stockholders' Meeting. Both Mergerco and the Transactions by the shareholders of the Company (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company and Parent shall jointly prepare and will cause to be filed a Schedule 13E-3 with the SEC. Each of the Company and Parent shall use its reasonable best efforts so that the Schedule 13E-3 will to comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and Act. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act, the rules and regulations promulgated thereunderof any stock exchange or other listing organization that are applicable thereto and the DGCL. Each of Both the Company and Parent shall use its reasonable best efforts Mergerco will furnish to respond promptly to any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3. Each of the Company and Parent shall furnish each other all information concerning such party to the other as Company or Mergerco each may be reasonably requested request in connection with such actions and the preparation, filing and distribution preparation of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the 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 Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent Statement. Mergerco will be given a reasonable opportunity to review and comment on such document all filings by the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and the Schedule 13E-3 and any amendments or responsesupplements thereto, (ii) shall include in such document or response and all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond mailings to the Company's stockholders in connection with the transaction contemplated by this Agreement. The Company will be given a reasonable opportunity to review and comment on all filings by Mergerco with the SEC in connection with the transactions contemplated hereby, including the Schedule 13E-3 and any amendment or supplement thereto. The Company, with the cooperation of Mergerco, will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to each of the Company's stockholders as promptly as practicable after the compliance with SEC filing requirements and satisfactory resolution of all SEC comments thereon, if any. The Company will also promptly as practicable file, and, if required, mail to the Company's stockholders, any amendment to the Proxy Statement which may become necessary after the date the Proxy Statement is first mailed to the Company's stockholders. The Company and Mergerco will also promptly as practicable file any amendment to the Schedule 13E-3 which may become necessary after the date the Schedule 13E-3 is first filed with the SEC. (b) No amendment or supplement to the Proxy Statement or the Schedule 13E-3 may be made by the Company without the prior to receiving the approval of Parent (Mergerco, which approval shall will not be unreasonably withheld, conditioned or delayed). If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, is discovered by the Company or Parent which should be set forth in an No amendment or supplement to the Schedule 13E-3 may be made by Mergerco without the prior approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. The Company will advise Mergerco promptly after it receives notice thereof of any request by the SEC or any stock exchange or other listing organization for amendment of the Proxy Statement and or the Schedule 13E-3 so or comments thereon and responses thereto or requests by the SEC for additional information. (c) Subject to the provisions of Sections 6.3 and 6.4, the Proxy Statement will include the recommendation of the Board of Directors of the Company to the stockholders of the Company that they vote in favor of the adoption of this Agreement and the Merger and that the Board of Directors of the Company has determined that the Merger is fair to, and in the best interests of, the stockholders of the Company (other than the Affiliated Stockholders). (d) The information supplied by the Company included in the Proxy Statement and the Schedule 13E-3 shall not will not, at (i) the time the Proxy Statement and the Schedule 13E-3 is filed with the SEC; (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders' Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein, in light of the circumstances under which they were made, or necessary in order to make the statements therein not misleading, except that no representation or warranty is made by the Company with respect to statements made in or incorporated by reference therein based on information supplied by or on behalf of Mergerco or the Affiliated Stockholders specifically for inclusion or incorporation by reference therein. If at any time prior to the Effective Time any event or circumstances relating to the Company or any of the Company Subsidiaries, or their respective officers and directors (other than Xxxxxx Xxxxxxx or any officers or directors affiliated with Xxxxxx Kinkade), should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Mergerco. (e) The information supplied by or on behalf of Mergerco included in the Schedule 13E-3 or for inclusion in the Proxy Statement will not, at (i) the time the Proxy Statement and the Schedule 13E-3 is filed with the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders' Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail 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, therein not misleading, . If at any time prior to the party which discovers such information shall promptly notify the other parties hereto Effective Time any event or circumstance relating to Mergerco or its officers and directors should be discovered by Mergerco that should be set forth in an appropriate amendment or a supplement describing such information shall be filed with the SEC and, to the extent required by applicable LawSchedule 13E-3 or the Proxy Statement, disseminated to the shareholders of Mergerco will promptly inform the Company.

Proxy Statement and Schedule 13E. 3. (a) Promptly The parties agree to use commercially reasonable efforts to complete the filing of the Schedule 13E-3 and the clearance of all comments from the SEC thereof as soon as practicable based on the following principles: (i) As soon as reasonably practicable following the date of this Agreement but in any event within fourteen (14) days after the date hereof, the Company, with the assistance of Parent and Merger Sub, shall prepare and cause to be filed with the SEC a proxy statement relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions Transactions, including the Merger, by the shareholders of the Company Company, including a notice convening the Shareholders’ Meeting in accordance with the Company’s memorandum and articles of association (such proxy statementstatement and notice, as amended or supplemented, being referred to herein as the “Proxy Statement”). . (ii) Concurrently with the preparation of the Proxy Statement, the Company Company, Parent and Parent Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 with relating to the SECauthorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, by the shareholders of the Company (such Schedule 13E-3, as amended or supplemented, the “Schedule 13E-3”). The Proxy Statement shall be filed as an exhibit to the Schedule 13E-3 (as defined below). (iii) Each of the Company Company, Parent and Parent Merger Sub shall use its reasonable best efforts so that the Proxy Statement and the Schedule 13E-3 and will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. . (iv) Each of the Company Company, Parent and Parent 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 Company, Parent and Parent Merger Sub shall furnish all information concerning such party to the other others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and the Schedule 13E-3. The Each of Parent and Merger Sub shall provide reasonable assistance and cooperation to the Company shall promptly notify Parent upon 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 13E-3, the Company shall promptly notify Parent and Merger Sub and in any event within 24 hours and shall provide Parent with copies of all correspondence between it the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. . (v) 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 opportunity period of time to review and comment on such document or response, response and (ii) shall include consider in such document good faith all reasonable additions, deletions or response all comments reasonably changes proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed)Parent. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Parent Parent, Merger Sub or any of their respective affiliatesAffiliates, officers or directors, is discovered by the Company Company, Parent or Parent which Merger Sub that should be set forth in an amendment or supplement to the Proxy Statement and and/or the Schedule 13E-3 so that the Proxy Statement and and/or the 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 the Company shall file an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated disseminate to the shareholders of the Company. (b) Following the clearance of all SEC comments on the Schedule 13E-3, the parties agree to use commercially reasonable efforts to furnish the Proxy Statement to the shareholders of the Company as soon as practicable based on the following principles: (i) Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (iii) If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective officers or directors, is discovered which should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party discovering such event or circumstance shall promptly inform the other parties and an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon.

Proxy Statement and Schedule 13E. 3. (a) Promptly following As soon as practicable after the date hereof, the Company, with the assistance of Parent and Merger Sub, shall prepare and cause to be filed with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of shall prepare the Proxy Statement, Statement and the Company and Parent shall jointly prepare and cause to be filed a the Schedule 13E-3 13E-3, file them with the SEC. Each of the Company and Parent shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form in all material respects with the requirements of SEC under the Exchange Act Act, and the rules and regulations promulgated thereunder. Each of the Company and Parent shall use its all reasonable best efforts to respond have the Proxy Statement and the Schedule 13E-3 cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any action contemplated by this Section 6.10. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement and the Schedule 13E-3, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3. Each of Statement, the Company and Parent shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the 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 Schedule 13E-3 and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent with promptly copies of all correspondence between it the Company or any Representative of the Company and the SEC. The Company shall give Parent and its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent counsel a reasonable opportunity to review the Proxy Statement, the Schedule 13E-3 and comment on any other Company Disclosure Documents prior to such document or response, (ii) being filed with the SEC and shall include in such document or response all comments reasonably proposed by give Parent and (iii) shall not file or mail such document or respond its counsel a reasonable opportunity to review all amendments and supplements to the SEC Proxy Statement, the Schedule 13E-3, or any other Company Disclosure Documents and all responses to requests for additional information and replies to comments prior to receiving their being filed with, or sent to, the approval SEC. Each of Parent (which approval shall not be unreasonably withheld, conditioned or delayed). If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Parent or any of their respective affiliatesand Merger Subsidiary agrees to use its reasonable best efforts, officers or directors, is discovered by the Company or Parent 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 after consultation with the other parties hereto hereto, to respond promptly to all such comments of and an appropriate amendment or supplement describing such information shall be filed requests by the SEC in connection with the SEC andProxy Statement, the Schedule 13E-3 or any other Company Disclosure Documents. As promptly as practicable after the Proxy Statement, the Schedule 13E-3 and any other Company Disclosure Documents have been cleared by the SEC, the Company shall mail the Proxy Statement, the Schedule 13E-3 and any other Company Disclosure Documents to the extent required by applicable Law, disseminated to the shareholders stockholders of the Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Company that the Company’s stockholders vote to adopt this Agreement unless the Board of Directors of the Company has withdrawn or modified its recommendation in accordance with Section 6.3.

Proxy Statement and Schedule 13E. 3. (a) Promptly following the date hereof, the Company, with the assistance of Parent and Merger Sub, shall prepare and cause to be filed with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company and Parent shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company and Parent shall use its reasonable best efforts so that 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. Each of the Company and Parent shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3. Each of the Company and Parent shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the 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 Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent (Parent, which approval shall not be unreasonably withheld, conditioned or delayed). If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, is discovered by the Company or Parent 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.

Proxy Statement and Schedule 13E. 3. (a) Promptly following In connection with the date hereofShareholders’ Meeting, the Company, with the reasonable assistance of Parent Holdings and Merger Sub, shall will (i) as promptly as reasonably practicable (and, with respect to filing with the SEC, and subject to compliance by Holdings and Merger Sub with this Section 6.2, in any event within 20 Business Days from the date of this Agreement) use commercially reasonable efforts to prepare and cause to be filed file with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company and Parent shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company and Parent shall use its reasonable best efforts so that the Schedule 13E-3 will comply (ii) respond as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company and Parent shall use its reasonable best efforts to respond promptly as practicable to any comments of received from the SEC with respect to the Proxy Statement such filings and Schedule 13E-3. Each of the Company and Parent shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the 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 Schedule 13E-3 and shall will provide Parent with copies of all correspondence between it such comments to Merger Sub promptly upon receipt, (iii) as promptly as reasonably practicable prepare and its representatives, on the one hand, file (after Holdings and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent Merger Sub have had a reasonable opportunity to review and comment on such document on) any amendments or responsesupplements necessary to be filed in response to any SEC comments or as required by Law, (iiiv) shall include in use its commercially reasonable efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as reasonably practicable, the Proxy Statement and all other customary proxy or other materials for meetings such document or response all comments reasonably proposed by Parent and as the Shareholders’ Meeting, (iiiv) shall not file or mail such document or respond to the SEC prior extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to receiving the approval shareholders of Parent (the Company any supplement or amendment to the Proxy Statement if any event shall occur which approval shall not be unreasonably withheld, conditioned or delayed). If requires such action at any time prior to the Shareholders’ Meeting, and (vi) otherwise use commercially reasonable efforts to comply with all requirements of Law applicable to the Shareholders’ Meeting and the Merger. Holdings and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including furnishing the Company, as promptly as reasonably practicable upon request, with any and all information as may be required to be set forth in the Proxy Statement under the Exchange Act. The Company will provide Holdings and Merger Sub a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. In connection with the filing of the Proxy Statement, the Company and Merger Sub will cooperate to (A) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC the Schedule 13E-3 relating to the Merger and the other transactions contemplated hereby and furnish to each other all information concerning such party as may be reasonably requested in connection with the preparation of the Schedule 13E-3, (B) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings and will consult with each other prior to providing such response, (C) as promptly as reasonably practicable after consulting with each other, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (D) use their respective reasonable best efforts to have cleared by the SEC the Schedule 13E-3, and (E) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the shareholders of the Company any supplement or amendment to the Schedule 13E-3 if any event shall occur which requires such action at any time prior to the Shareholders’ Meeting. Each of Holdings, Merger Sub and the Company agrees that none of the information supplied or to be supplied by Holdings, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any information relating to the Company, Parent Holdings or Merger Sub or any of their respective affiliates, officers or directors, is Affiliates should be discovered by the Company Company, Holdings or Parent Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and or Schedule 13E-3 13E-3, as applicable, so that the Proxy Statement and or Schedule 13E-3 13E-3, as applicable, 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 that 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 the Company shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the shareholders of the Company’s shareholders.

Proxy Statement and Schedule 13E. 3. (a) Promptly As promptly as reasonably practicable following the date hereofof this Agreement, the Company, with the cooperation and assistance of Parent and Merger Sub, shall prepare and cause to be filed with the SEC a proxy statement relating to the approval of this Agreement, Agreement and the Plan of Merger and the Transactions by the shareholders of the Company (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company Company, Parent and Parent Merger Sub shall jointly prepare and cause to be filed with the SEC a Schedule 13E-3. The Company, Parent and Merger Sub shall use their reasonable best efforts to cause the initial Schedule 13E-3 to be filed with the SECSEC (with the initial Proxy Statement filed as an exhibit) as promptly as reasonably practicable after the date of this Agreement. Each of the Company Company, Parent and Parent Merger Sub shall use its reasonable best efforts so that 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. Each of the Company Company, Parent and Parent Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3. Each of the Company Company, Parent and Parent Merger Sub shall promptly furnish all information concerning such party to the other others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement Statement, the Schedule 13E-3 and Schedule 13E-3the resolution of comments to or from the SEC. The Company shall promptly notify Parent and Merger Sub upon the 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 Schedule 13E-3 and shall provide Parent with copies of all correspondence between 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 any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company Company, with the cooperation and assistance of Parent, (i) shall provide Parent a reasonable and Merger Sub an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and Merger Sub and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent (and Merger Sub, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 6.04, in connection with any disclosure regarding a Change in the Company Recommendation (defined below), the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC, with respect to such disclosure if and to the extent only that the Company has terminated this Agreement in accordance with Section 8.03. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Parent Parent, Merger Sub or any of their respective affiliatesAffiliates, officers or directors, is discovered by the Company Company, Parent or Parent 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.

Proxy Statement and Schedule 13E. 3. (a) Promptly following In connection with the date hereofShareholders’ Meeting, the Company, with the reasonable assistance of Holdings, Parent and Merger Sub, shall will (i) as promptly as reasonably practicable (and, with respect to filing with the SEC, and subject to compliance by Holdings, Parent and Merger Sub with this Section 6.2, in any event within 15 Business Days from the date of this Agreement) prepare and cause to be filed file with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement, the Company and Parent shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company and Parent shall use its reasonable best efforts so that the Schedule 13E-3 will comply (ii) respond as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company and Parent shall use its reasonable best efforts to respond promptly as practicable to any comments of received from the SEC with respect to the Proxy Statement such filings and Schedule 13E-3. Each of the Company and Parent shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the 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 Schedule 13E-3 and shall will provide Parent with copies of all correspondence between it such comments to Merger Sub promptly upon receipt, (iii) as promptly as reasonably practicable prepare and its representativesfile (after Holdings, on the one hand, Parent and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent Merger Sub have had a reasonable opportunity to review and comment on such document on) any amendments or responsesupplements necessary to be filed in response to any SEC comments or as required by Law, (iiiv) shall include in use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as reasonably practicable, the Proxy Statement and all other customary proxy or other materials for meetings such document or response all comments reasonably proposed by Parent and as the Shareholders’ Meeting, (iiiv) shall not file or mail such document or respond to the SEC prior extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to receiving the approval shareholders of Parent (the Company any supplement or amendment to the Proxy Statement if any event shall occur which approval shall not be unreasonably withheld, conditioned or delayed). If requires such action at any time prior to the Shareholders’ Meeting, and (vi) otherwise use commercially reasonable efforts to comply with all requirements of Law applicable to the Shareholders’ Meeting and the Merger. Holdings, Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including furnishing the Company, as promptly as reasonably practicable upon request, with any and all information as may be required to be set forth in the Proxy Statement under the Exchange Act. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. In connection with the filing of the Proxy Statement, the Company and Merger Sub will cooperate to (A) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC the Schedule 13E-3 relating to the Merger and the other transactions contemplated hereby and furnish to each other all information concerning such party as may be reasonably requested in connection with the preparation of the Schedule 13E-3, (B) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings and will consult with each other prior to providing such response, (C) as promptly as reasonably practicable after consulting with each other, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (D) use their respective reasonable best efforts to have cleared by the SEC the Schedule 13E-3, and (E) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the shareholders of the Company any supplement or amendment to the Schedule 13E-3 if any event shall occur which requires such action at any time prior to the Shareholders’ Meeting. If, at any time prior to the Effective Time, any information relating to the Company, Holdings, Parent or Merger Sub or any of their respective affiliates, officers or directors, is Affiliates should be discovered by the Company Company, Holdings, Parent or Parent Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and or Schedule 13E-3 13E-3, as applicable, so that the Proxy Statement and or Schedule 13E-3 13E-3, as applicable, 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 that 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 the Company shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the shareholders of the Company’s shareholders.