Common use of Proxy Statement and Stockholder Meeting Clause in Contracts

Proxy Statement and Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall, with the assistance of Parent, prepare and file the Proxy Statement with the SEC. Subject to Section 5.4, the Proxy Statement shall include the Company Recommendation. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement). The Company shall use its reasonable best efforts, after consultation with Parent, to resolve all SEC comments with respect to the preliminary Proxy Statement as promptly as reasonably practicable after receipt thereof and to have the preliminary Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable. Each of Parent and Merger Sub agrees to promptly advise the Company if at any time prior to the Company Stockholders Meeting any information provided by it or the Guarantors for use in the Proxy Statement is or becomes false, incomplete or misleading in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. The Company agrees to advise Parent if at any time prior to the Company Stockholders Meeting any information provided by it in the Proxy Statement is or becomes false, incomplete or misleading in any material respect and to supplement the Proxy Statement with the information needed to correct such inaccuracy or omission. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the preliminary Proxy Statement and of any request by the SEC for any amendment to the Proxy Statement or for additional information and shall promptly provide Parent with copies of all such comments and correspondence. Prior to filing or mailing the definitive Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to comment on such document or response and shall consider in good faith any such comments reasonably proposed by Parent. Parent and Merger Sub shall furnish to the Company all information concerning themselves, their respective Subsidiaries, directors, officers and stockholders (including the Guarantors) and such other matters as may be necessary to comply with applicable Law in connection with the preparation of the Proxy Statement. The Company, Parent and Merger Sub shall each make any filings with respect to the Merger required to be made by such party under the Securities Act and the Exchange Act and the rules and regulations thereunder.

Proxy Statement and Stockholder Meeting. (a) As Unless this Agreement is validly terminated in accordance with Section 7.1, the Company shall (i) promptly prepare and cause to be filed with the SEC a preliminary proxy statement in connection with convening the Stockholder Meeting, (ii) seek to resolve any comments to such preliminary proxy statement (if any) from the SEC and mail the Proxy Statement to holders of Shares as promptly as reasonably practicable following the clearance of the preliminary proxy statement by the SEC (or expiration of applicable period for comments) and (iii) promptly, taking into account the timing of the matters set forth in clauses (i) and (ii), set a record date for the Stockholder Meeting. Unless there has been a Change of this AgreementBoard Recommendation, the Company shall, with the assistance of Parent, prepare and file the Proxy Statement with the SEC. Subject to Section 5.4, the Proxy Statement shall include the Company Recommendation. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement). The Company shall use its reasonable best efforts, after consultation with Parent, to resolve all SEC comments with respect to the preliminary Proxy Statement as promptly as reasonably practicable after receipt thereof and to have the preliminary Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable. Each of Parent and Merger Sub agrees to promptly advise the Company if at any time prior to the Company Stockholders Meeting any information provided by it or the Guarantors for use in the Proxy Statement is or becomes false, incomplete or misleading in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. The Company agrees to advise Parent if at any time prior to the Company Stockholders Meeting any information provided by it in the Proxy Statement is or becomes false, incomplete or misleading in any material respect and to supplement the Proxy Statement with the information needed to correct such inaccuracy or omission. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the upon receipt of any written comments from the SEC with respect to the preliminary Proxy Statement and of or its staff or any written request by from the SEC or its staff for any amendment amendments or supplements to the Proxy Statement or for additional information Statement, and the Company 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, relating to the Proxy Statement. If, at any time prior to the Company obtaining the Stockholder Approval, any information relating to Holdings, Parent or Merger Sub or any of their respective affiliates, shareholders, officers or directors, on the one hand, or the Company or any of its affiliates, officers or directors, on the other hand, is discovered by Holdings, Parent, Merger Sub or the Company and such comments information should be set forth in an amendment or supplement to the Proxy Statement 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 were made, not misleading, the party hereto discovering such information shall promptly notify the other party and, in each case to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and correspondencedisseminated to the stockholders of the Company to the extent required by and in accordance with applicable Law. Prior to the filing or mailing of the definitive Proxy Statement (or any non-ministerial amendment or supplement thereto) or responding to any SEC comments on the Proxy Statement, unless there has been a Change of Board Recommendation, each of the SEC Company, on the one hand, and Holdings, Parent and their affiliates, on the other hand, shall (or the staff of the SECA) provide each other with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to comment on such document the Proxy Statement and all amendments or response supplements to the foregoing documents and shall (B) consider in good faith any such comments reasonably proposed by Parent. Parent and Merger Sub shall furnish to the Company all information concerning themselvesCompany, their respective Subsidiarieson the one hand, directors, officers and stockholders (including the Guarantors) and such other matters as may be necessary to comply with applicable Law in connection with the preparation of the Proxy Statement. The Companyor Holdings, Parent and Merger Sub shall each make any filings with respect to their affiliates, on the Merger required to be made by such party under the Securities Act and the Exchange Act and the rules and regulations thereunderother hand, as applicable.

Proxy Statement and Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall, with the assistance of Parent, prepare and file the Proxy Statement with the SEC. Subject to Section 5.4, the Proxy Statement shall include the Company Recommendation. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement). The Company shall use its reasonable best efforts, after consultation with Parent, to resolve all SEC comments with respect to the preliminary Proxy Statement as promptly as reasonably practicable after receipt thereof and to have the preliminary Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable. Each of Parent and Merger Sub agrees to promptly advise the Company if at any time prior to the Company Stockholders Meeting any information provided by it or the Guarantors for use in the Proxy Statement is or becomes false, incomplete or misleading in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. The Company agrees to advise Parent if at any time prior to the Company Stockholders Meeting any information provided by it in the Proxy Statement is or becomes false, incomplete or misleading in any material respect and to supplement the Proxy Statement with the information needed to correct such inaccuracy or omission. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the preliminary Proxy Statement and of any request by the SEC for any amendment to the Proxy Statement or for additional information and shall promptly provide Parent with copies of all such comments and correspondence. Prior to filing or mailing the definitive Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to comment on such document or response and shall consider in good faith include any such comments reasonably proposed by Parent. Parent and Merger Sub shall furnish to the Company all information concerning themselves, Guarantor, their respective Subsidiaries, directors, officers and stockholders (including the Guarantors) and such other matters as may be necessary to comply with applicable Law in connection with the preparation of the Proxy Statement. The Company, Parent and Merger Sub shall each make any filings with respect to the Merger required to be made by such party under the Securities Act and the Exchange Act and the rules and regulations thereunder.