Common use of Proxy Statement and Schedule Clause in Contracts

Proxy Statement and Schedule. 13E-3. As promptly as practicable after the execution of this Agreement, the parties shall cooperate and promptly prepare, and the Company shall file with the SEC as soon as practicable the Proxy Statement and NBC and the Company shall file with the SEC as soon as practicable the Schedule 13E-3. Each of the Company and NBC shall cooperate with each other in connection with the preparation of the Proxy Statement and the Schedule 13E-3 including, but not limited to, furnishing information required to be disclosed in the Proxy Statement and the Schedule 13E-3. The information provided and to be provided by NBC and the Company, respectively, for use in (i) the Proxy Statement will, at the time the Proxy Statement is filed with the SEC and on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the Schedule 13E-3 to be filed with the SEC by the Company concurrently with the filing of the Proxy Statement will, at the time it is first filed with the SEC, and at any time it is amended or supplemented and at the time of the Company Stockholders Meeting, 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 Company will promptly notify NBC of the receipt of any comments from the SEC, of any request by the SEC for any amendment to the Proxy Statement or the Schedule 13E-3 or for additional information, and will supply NBC with copies of all correspondence between the Company or any of its representatives and the SEC, with respect to the Proxy Statement or the Schedule 13E-3. The Company will permit NBC to review and comment upon all filings with the SEC, including the Proxy Statement and the Schedule 13E-3 and any amendment thereto. All mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Schedule 13E-3.

Proxy Statement and Schedule. 13E-3. As promptly as practicable after Promptly following the execution date hereof, the Company, with the assistance of Parent and Merger Sub, shall prepare and cause to be filed a proxy statement relating to the approval of this AgreementAgreement by the Stockholders of the Company (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) with the SEC. Concurrently with the preparation of the Proxy Statement, the parties Company and Parent shall cooperate jointly prepare and promptly prepare, cause to be filed a Schedule 13E-3 with the SEC. The Company and Parent shall use their commercially reasonable efforts to cause the Company shall file initial Schedule 13E-3 to be filed with the SEC as soon as practicable (with the initial Proxy Statement and NBC and filed as an exhibit) within twenty (20) Business Days after the Company shall file with the SEC as soon as practicable the Schedule 13E-3date hereof. Each of the Company and NBC Parent shall cooperate with each other use its commercially reasonable efforts to cause the Schedule 13E-3 to comply as to form in connection all material respects with the preparation requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company and Parent shall use its commercially reasonable 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) conclude the review of the Proxy Statement and the Schedule 13E-3 includingby the staff of the SEC and thereafter, but not limited toin the case of the Company, furnishing to 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 supplements or amendments 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 and Parent shall furnish all information required concerning such party and its Affiliates (other than each other) to the other as may be disclosed reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and the Schedule 13E-3. The information provided and 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 be provided by NBC and the Company, respectively, for use in (i) the Proxy Statement willand Schedule 13E-3 and shall promptly provide Parent with copies of all correspondence between it and its Representatives, at on the time the Proxy Statement is filed with one hand, and the SEC and its staff, on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact other hand. Prior to filing or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the Schedule 13E-3 to be filed with the SEC by the Company concurrently with the filing mailing of the Proxy Statement willor Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, at the time Company shall provide Parent an opportunity to review and comment on such document or response and shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel (it is first filed with the SECbeing understood that Parent, Merger Sub and their counsel shall provide any comments thereon as promptly as reasonably practicable). If at any time it prior to the Stockholders’ Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers or directors is amended or supplemented and at the time of discovered by the Company Stockholders Meeting, or Parent which should be set forth in an amendment or supplement to the Proxy Statement or 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 Company will , the party which discovers such information shall promptly notify NBC of the receipt of any comments from the SEC, of any request by other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC for any amendment and, to the Proxy Statement or the Schedule 13E-3 or for additional informationextent required by applicable Law, and will supply NBC with copies of all correspondence between the Company or any of its representatives and the SEC, with respect disseminated to the Proxy Statement or the Schedule 13E-3. The Company will permit NBC to review and comment upon all filings with the SEC, including the Proxy Statement and the Schedule 13E-3 and any amendment thereto. All mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Schedule 13E-3Stockholders.

Proxy Statement and Schedule. 13E-3. As promptly as reasonably practicable after following the execution date of this Agreement, the parties Company, with the cooperation and assistance of the Parent Parties, shall cooperate prepare and promptly prepare, cause to be filed a proxy statement relating to the approval of this Agreement and the Company shall file with Plan of Merger by the SEC as soon as practicable the Proxy Statement and NBC and the Company shall file with the SEC as soon as practicable the Schedule 13E-3. Each shareholders of the Company and NBC shall cooperate with each other in connection (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement Statement, the Company and the Schedule 13E-3 including, but not limited to, furnishing information required Parent Parties shall jointly prepare and cause to be disclosed in filed with the Proxy Statement and the SEC a Schedule 13E-3. The information provided and to be provided by NBC Company and the Company, respectively, for Parent Parties shall use in (i) their reasonable best efforts to cause the Proxy Statement will, at the time the Proxy Statement is filed with the SEC and on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the initial Schedule 13E-3 to be filed with the SEC (with the initial Proxy Statement filed as an exhibit) as promptly as reasonably practicable after the date of this Agreement. Each of the Company and the Parent Parties shall use its reasonable best efforts so that the Schedule 13E-3 will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company and the Parent Parties shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. The Company and each of the Parent Parties shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the resolution of comments to or from the SEC. The Company shall promptly notify the Parent Parties 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 Schedule 13E-3 and shall provide the Parent Parties 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 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company, with the cooperation and assistance of the Parent Parties, (i) shall provide the Parent Parties an opportunity to review and comment on such document or response, (ii) shall include in such document or response comments reasonably proposed by the Parent Parties and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Parent Parties, which approval shall not be unreasonably withheld, conditioned 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 the Parent Parties with the opportunity to review or comment on (or include comments proposed by the Parent Parties 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 concurrently with the filing of the Proxy Statement will, at the time it is first filed with the SEC, and with respect to such disclosure. If at any time it prior to the Shareholders’ Meeting, any information relating to the Company, the Parent Parties or any of their respective Affiliates, officers or directors, is amended or supplemented and at the time of discovered by the Company Stockholders Meeting, and/or the Parent Parties 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 Company will , the party which discovers such information shall promptly notify NBC 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 receipt of any comments from the SEC, of any request by the SEC for any amendment to the Proxy Statement or the Schedule 13E-3 or for additional information, and will supply NBC with copies of all correspondence between the Company or any of its representatives and the SEC, with respect to the Proxy Statement or the Schedule 13E-3. The Company will permit NBC to review and comment upon all filings with the SEC, including the Proxy Statement and the Schedule 13E-3 and any amendment thereto. All mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Schedule 13E-3.

Proxy Statement and Schedule. 13E-3. As promptly as practicable after 13E-3.Promptly following the execution date hereof, the Company, with the assistance of Parent and Merger Sub, shall prepare and cause to be filed a proxy statement relating to the approval of this AgreementAgreement 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 parties Company and Parent shall cooperate jointly prepare and promptly prepare, cause to be filed a Schedule 13E-3 with the SEC. The Company and Parent shall use their reasonable efforts to cause the Company shall file initial Schedule 13E-3 to be filed with the SEC (with the initial Proxy Statement filed as soon an exhibit) within ten (10) Business Days after the date hereof. Each of the Company and Parent shall use its reasonable best efforts so that the Schedule 13E-3 will comply as practicable 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 NBC and the Company shall file with the SEC as soon as practicable the Schedule 13E-3. Each of the Company and NBC Parent shall cooperate with each furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the Schedule 13E-3 including, but not limited to, furnishing information required receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to be disclosed in 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-313E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent 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, which approval shall not be unreasonably withheld or delayed. The If at any time prior to the Shareholders’ Meeting, any information provided and relating to be provided by NBC and the Company, respectivelyParent or any of their respective Affiliates, for use officers or directors, is discovered by the Company or Parent which should be set forth in (i) an amendment or supplement to the Proxy Statement will, at the time and Schedule 13E-3 so that the Proxy Statement is filed with the SEC and on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the Schedule 13E-3 to be filed with the SEC by the Company concurrently with the filing of the Proxy Statement will, at the time it is first filed with the SEC, and at any time it is amended or supplemented and at the time of the Company Stockholders Meeting, 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 Company will , the party which discovers such information shall promptly notify NBC 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 receipt of any comments from the SEC, of any request by the SEC for any amendment to the Proxy Statement or the Schedule 13E-3 or for additional information, and will supply NBC with copies of all correspondence between the Company or any of its representatives and the SEC, with respect to the Proxy Statement or the Schedule 13E-3. The Company will permit NBC to review and comment upon all filings with the SEC, including the Proxy Statement and the Schedule 13E-3 and any amendment thereto. All mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Schedule 13E-3.

Proxy Statement and Schedule. 13E-3. As promptly as reasonably practicable after following the execution date of this Agreement, the parties Company, with the cooperation and assistance of Parent and Merger Sub, shall cooperate prepare and promptly prepare, cause to be filed a proxy statement relating to the authorization and approval of this Agreement and the Company shall file with Plan of Merger by the SEC as soon as practicable the Proxy Statement and NBC and the Company shall file with the SEC as soon as practicable the Schedule 13E-3. Each shareholders of the Company and NBC shall cooperate with each other in connection (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement Statement, the Company, Parent and the Schedule 13E-3 including, but not limited to, furnishing information required Merger Sub shall jointly prepare and cause to be disclosed in the Proxy Statement and the filed a Schedule 13E-3. The information provided and to be provided by NBC and the Company, respectively, for Parent and Merger Sub shall use in (i) their reasonable efforts to cause the Proxy Statement will, at the time the Proxy Statement is filed with the SEC and on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the initial Schedule 13E-3 to be filed with the SEC (with the initial Proxy Statement filed as an exhibit) as promptly as reasonably practicable after the date of this Agreement. Each of the Company, Parent and 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, 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 Schedule 13E-3. Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the 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 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 and Merger Sub an opportunity to review and comment on such document or response, (ii) shall include in such document or response 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 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, 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 concurrently with the filing of the Proxy Statement will, at the time it is first filed with the SEC, and with respect to such disclosure. If at any time it is amended or supplemented and at prior to the time of the Company Stockholders Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Company, Parent or 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 Company will , the party which discovers such information shall promptly notify NBC 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 receipt of any comments from the SEC, of any request by the SEC for any amendment to the Proxy Statement or the Schedule 13E-3 or for additional information, and will supply NBC with copies of all correspondence between the Company or any of its representatives and the SEC, with respect to the Proxy Statement or the Schedule 13E-3. The Company will permit NBC to review and comment upon all filings with the SEC, including the Proxy Statement and the Schedule 13E-3 and any amendment thereto. All mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Schedule 13E-3.

Proxy Statement and Schedule. 13E-3. As promptly as practicable after Promptly following the execution date of this Agreement, the parties Company, with the assistance of Parent and Merger Sub, shall cooperate prepare a proxy statement relating to the authorization and promptly prepare, approval of this Agreement and the Company shall file with Plan of Merger by the SEC as soon as practicable the Proxy Statement and NBC and the Company shall file with the SEC as soon as practicable the Schedule 13E-3. Each shareholders of the Company and NBC shall cooperate (such proxy statement, including a notice convening the Company’s Shareholders’ Meeting in accordance with each other in connection the articles of association of the Company, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement Statement, the Company, Parent and the Schedule 13E-3 including, but not limited to, furnishing information required to be disclosed in the Proxy Statement and the Merger Sub shall jointly prepare a Schedule 13E-3. The information provided and to be provided by NBC and the Company, respectively, for Parent and Merger Sub shall use in (i) their reasonable efforts to cause the Proxy Statement will, at the time the Proxy Statement is filed with the SEC and on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the initial Schedule 13E-3 to be filed with the SEC by the Company concurrently (with the initial Proxy Statement filed as an exhibit) as soon as practicable after the date of this Agreement. Each of the Company, Parent and 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, 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 Schedule 13E-3 and to resolve comments from the SEC. Each of the Company, Parent and Merger Sub shall furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement willand Schedule 13E-3. 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, at on the time it is first filed with the SECone 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 and Merger Sub a reasonable amount of time to review and comment on such document or response, and (ii) shall consider in good faith including in such document or response all comments reasonably proposed by Parent and Merger Sub. If at any time it is amended or supplemented and at prior to the time of the Company Stockholders Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Company, Parent or 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 Company will , the party which discovers such information shall promptly notify NBC 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 receipt of any comments from the SEC, of any request by the SEC for any amendment to the Proxy Statement or the Schedule 13E-3 or for additional information, and will supply NBC with copies of all correspondence between the Company or any of its representatives and the SEC, with respect to the Proxy Statement or the Schedule 13E-3. The Company will permit NBC to review and comment upon all filings with the SEC, including the Proxy Statement and the Schedule 13E-3 and any amendment thereto. All mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Schedule 13E-3.

Proxy Statement and Schedule. 13E-3. As promptly as practicable after Promptly following the execution date hereof, the Company, with the assistance of Holdco, Parent and Merger Sub, shall prepare and cause to be filed a proxy statement relating to the approval of this AgreementAgreement 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 parties Company and Parent shall cooperate jointly prepare and promptly prepare, and the Company shall file cause to be filed a Schedule 13E-3 with the SEC as soon as practicable within 15 Business Days after the Proxy Statement and NBC and the Company shall file date hereof, subject to each party’s compliance with the SEC as soon as practicable the Schedule 13E-3this Section 6.01. Each of the Company and NBC Parent shall, and shall cooperate with each other in connection with the preparation of the Proxy Statement cause its respective Affiliates and the Schedule 13E-3 including, but not limited Representatives to, furnishing (i) provide such information required to be disclosed specifically for inclusion or incorporation by reference in the Proxy Statement and the Schedule 13E-3. The information provided and to 13E-3 as may be provided by NBC and the Company, respectively, for use in (i) the Proxy Statement willnecessary or appropriate so that, at the time the Proxy Statement is filed with the SEC and on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the Schedule 13E-3 to be filed with the SEC by the Company concurrently with the filing of the Proxy Statement will, at the time it is first filed with mailed to the SEC, and at any time it is amended or supplemented Company’s shareholders and at the time of the Company Stockholders MeetingShareholders’ Meeting or filed with the SEC (as applicable), the Proxy Statement and Schedule 13E-3 will 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, and (ii) 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 will shall promptly notify NBC of Parent upon the receipt of any comments from the SEC, of SEC or its staff or any request by from the SEC or its staff for any amendment amendments or supplements to the Proxy Statement or the and Schedule 13E-3 or for additional information, and will supply NBC shall provide Parent with copies of all correspondence between it and its Representatives, on the Company or any of its representatives one hand, and the SECSEC and its staff, with respect to on the other hand. No filing or mailing of, or amendment or supplement to, the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto), or responding to any comments from the Schedule 13E-3. The Company SEC with respect thereto, will permit NBC be made without providing Parent and its counsel a reasonable opportunity to review and comment upon all filings with the SEC, including on the Proxy Statement and the Statement, Schedule 13E-3 and any amendment theretoproposed responses to any SEC comments or communications, and the Company shall consider all additions, deletions or changes suggested thereto by Parent and its counsel in good faith. All mailings to Each of the Company's stockholders in connection with the Merger, including the Proxy Statement, Company and Parent shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, efforts to respond as promptly as reasonably practicable to any resolve all comments made by from the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond Schedule 13E-3 as promptly as reasonably practicable practicable. If, at any time prior to the Shareholders’ Meeting, any comments made information relating to the Company, Parent, or any of their respective Affiliates, officers or directors, is discovered by the SEC with respect Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement and Schedule 13E-313E-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. As promptly as practicable after Promptly following the execution date of this Agreement, the parties Company, with the assistance of Parent and Merger Sub, shall cooperate prepare a proxy statement relating to the authorization and promptly prepareapproval of this Agreement, the Plan of Merger and the Company shall file with Transactions by the SEC as soon as practicable the Proxy Statement and NBC and the Company shall file with the SEC as soon as practicable the Schedule 13E-3. Each shareholders of the Company including a notice convening the Shareholders’ Meeting in accordance with the Company’s memorandum and NBC shall cooperate with each other in connection articles of association (such proxy statement and notice, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement Statement, the Company, Parent and the Schedule 13E-3 including, but not limited to, furnishing information required Merger Sub shall jointly prepare and cause to be disclosed in filed with the Proxy Statement and the SEC a Schedule 13E-3. The information provided and to be provided by NBC and the Company, respectively, for Parent and Merger Sub shall use in (i) their reasonable efforts to cause the Proxy Statement will, at the time the Proxy Statement is filed with the SEC and on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the initial Schedule 13E-3 to be filed with the SEC by the Company concurrently (with the initial Proxy Statement filed as an exhibit) as soon as reasonably practicable after the date of this Agreement. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. 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 Schedule 13E-3. Each of the Company, Parent and Merger Sub shall furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement willand Schedule 13E-3. 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 Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its representatives, at on the time it is first filed with the SECone 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 and Merger Sub a reasonable period of time to review and comment on such document or response, and (ii) shall have considered in good faith comments reasonably proposed by Parent and Merger Sub. If at any time it is amended or supplemented and at prior to the time of the Company Stockholders Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Company, Parent or 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 Company will , the party which discovers such information shall promptly notify NBC the other parties hereto and the Company shall file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate to the shareholders of the receipt of any comments from Company. Notwithstanding the SEC, of any request by the SEC for any amendment foregoing or anything else herein to the Proxy Statement contrary, and subject to compliance with the terms of Section 6.04 hereof, in connection with any disclosure regarding a Change in the Company Recommendation, the Company shall not be required to provide Parent the opportunity to review or comment on (or include comments proposed by Parent in) the Schedule 13E-3 or for additional informationthe Proxy Statement, and will supply NBC with copies of all correspondence between or any amendment or supplement thereto, or any comments thereon or any other filing by the Company or any of its representatives and with the SEC, with respect to such disclosure. In the Proxy Statement or event a Change in the Schedule 13E-3. The Company will permit NBC to review and comment upon all filings Recommendation shall have been effected in accordance with the SECSection 6.04 hereof, including the Proxy Statement and the Schedule 13E-3 and any amendment thereto. All mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, ’s obligations under this Section 6.01 shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Schedule 13E-3cease.

Proxy Statement and Schedule. 13E-3. As promptly as practicable after reasonably practicable, following the execution date of this Agreement, the parties Company, with the cooperation and assistance of Parent and Merger Sub, shall cooperate and promptly prepare, prepare a proxy statement relating to the approval of this Agreement and the Company shall file with Plan of Merger by the SEC as soon as practicable the Proxy Statement and NBC and the Company shall file with the SEC as soon as practicable the Schedule 13E-3. Each shareholders of the Company and NBC shall cooperate with each other in connection (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement Statement, the Company, Parent and the Schedule 13E-3 including, but not limited to, furnishing information required to be disclosed in the Proxy Statement and the Merger Sub shall jointly prepare a Schedule 13E-3. The information provided and to be provided by NBC and the Company, respectively, for Parent and Merger Sub shall use in (i) their reasonable best efforts to cause the Proxy Statement will, at the time the Proxy Statement is filed with the SEC and on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the initial Schedule 13E-3 to be filed with the SEC by the Company concurrently (with the initial Proxy Statement filed as an exhibit) as promptly as reasonably practicable after the date of this Agreement. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. 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 Schedule 13E-3. Each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement willStatement, at Schedule 13E-3 and the time it is first filed with responses to comments 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 (or 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 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 or delayed. If at any time it is amended or supplemented and at prior to the time of the Company Stockholders Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Company, Parent or 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 Company will , the party which discovers such information shall promptly notify NBC 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 receipt of any comments from the SEC, of any request by the SEC for any amendment to the Proxy Statement or the Schedule 13E-3 or for additional information, and will supply NBC with copies of all correspondence between the Company or any of its representatives and the SEC, with respect to the Proxy Statement or the Schedule 13E-3. The Company will permit NBC to review and comment upon all filings with the SEC, including the Proxy Statement and the Schedule 13E-3 and any amendment thereto. All mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Schedule 13E-3.

Proxy Statement and Schedule. 13E-3. As promptly soon as practicable after following the execution date of this Agreement, the parties Company, with the assistance of Parent and Merger Sub, shall cooperate prepare a proxy statement relating to the authorization and promptly prepare, approval of this Agreement and the Company shall file with Plan of Merger by the SEC as soon as practicable the Proxy Statement and NBC and the Company shall file with the SEC as soon as practicable the Schedule 13E-3. Each shareholders of the Company and NBC shall cooperate with each other in connection (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement Statement, the Company, Parent and the Schedule 13E-3 including, but not limited to, furnishing information required to be disclosed in the Proxy Statement and the Merger Sub shall jointly prepare a Schedule 13E-3. The information provided and to be provided by NBC and the Company, respectively, for Parent and Merger Sub shall use in (i) their reasonable efforts to cause the Proxy Statement will, at the time the Proxy Statement is filed with the SEC and on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the initial Schedule 13E-3 to be filed with the SEC by the Company concurrently (with the initial Proxy Statement filed as an exhibit) as soon as practicable after the date of this Agreement. Each of the Company, Parent and 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, 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 Schedule 13E-3 and to resolve comments from the SEC. Each of the Company, Parent and Merger Sub shall furnish all information concerning such party to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement willand Schedule 13E-3. 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, at on the time it is first filed with the SECone 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 and Merger Sub a reasonable amount of time to review and comment on such document or response, and (ii) shall consider in good faith including in such document or response all comments reasonably proposed by Parent and Merger Sub. If at any time it is amended or supplemented and at prior to the time of the Company Stockholders Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and Schedule 13E-3 so that (x) 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 , and (y) the shareholders of the Company will are able to make an informed decision on whether or not to attend the Shareholder’s Meeting and how to vote, the party which discovers such information shall promptly notify NBC 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 receipt of any comments from the SEC, of any request by the SEC for any amendment to the Proxy Statement or the Schedule 13E-3 or for additional information, and will supply NBC with copies of all correspondence between the Company or any of its representatives and the SEC, with respect to the Proxy Statement or the Schedule 13E-3. The Company will permit NBC to review and comment upon all filings with the SEC, including the Proxy Statement and the Schedule 13E-3 and any amendment thereto. All mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Schedule 13E-3.

Proxy Statement and Schedule. 13E-3. As promptly as reasonably practicable after following the execution of this Agreementdate hereof, the parties Company, with the assistance of Holdco, Parent and Merger Sub, shall cooperate prepare and promptly prepare, and the Company shall file cause to be filed with the SEC a proxy statement relating to the approval of this Agreement by the Stockholders (such proxy statement, as soon amended or supplemented, being referred to herein as practicable the “Proxy Statement”). Concurrently with the preparation of the Proxy Statement Statement, the Company, Holdco, Parent and NBC Merger Sub shall jointly prepare and the Company shall file cause to be filed a Schedule 13E-3 with the SEC as soon as practicable the Schedule 13E-3SEC. Each of the Company Company, Holdco, Parent and NBC Merger Sub shall cooperate with each other use its commercially reasonable efforts so that the Schedule 13E-3 will comply as to form in connection all material respects with the preparation requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Holdco, Parent and Merger Sub shall use its commercially reasonable 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 including13E-3, but not limited to, furnishing information required (ii) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be disclosed 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 Holdco, Parent and Merger Sub shall promptly furnish all information concerning it to the 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 information provided and to be provided by NBC and the Company, respectively, for use in (i) the Proxy Statement will, at the time the Proxy Statement is filed with the SEC and on the date of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Company and NBC each agree to correct any information provided by it for use in the Proxy Statement which shall have become untrue or misleading in any material respect and (ii) the Schedule 13E-3 to be filed with the SEC by the Company concurrently with the filing of the Proxy Statement will, at the time it is first filed with the SEC, and at any time it is amended or supplemented and at the time of the Company Stockholders Meeting, 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 Company will promptly notify NBC of Parent upon the receipt of any comments from the SEC, of SEC or its staff or any request by from the SEC or its staff for any amendment amendments or supplements to the Proxy Statement or the and Schedule 13E-3 or for additional information, and will supply NBC 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 or any with copies of all written correspondence between it and its representatives representatives, on the one hand, and the SECSEC and its staff, with respect 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 Schedule 13E-3. The SEC with respect thereto, the Company will permit NBC (i) shall provide Parent an opportunity to review and comment upon on such document or response and (ii) shall consider in good faith all filings with the SEC, including the Proxy Statement and the Schedule 13E-3 and any amendment thereto. All mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by NBC. The Company agrees to use its commercially reasonable best efforts, after consultation with NBC, to respond as promptly as comments reasonably practicable to any comments made by the SEC with respect to the Proxy Statement, any preliminary version thereof filed by it and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company and NBC agree to cooperate to respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Schedule 13E-3.proposed by