Common use of Proxy Statement; Company Meeting Clause in Contracts

Proxy Statement; Company Meeting. (a) As soon as practicable following the date of this Agreement, and in no case more than thirty (30) days following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, which shall, include the Recommendation. The Company shall use its best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders of the Company promptly upon such clearance. The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and (B) provide Parent with copies of all correspondence between the Company and Company Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings. If at any time prior to the Effective Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 5.4(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the shareholders of the Company. Parent and Merger Sub shall provide to the Company, in a timely manner, with such information as is required to be included in the Proxy Statement under the Exchange Act with respect to it or them and the rules promulgated thereunder and such other information as the Company may reasonably request for inclusion in the Proxy Statement. (b) The Company shall (i) take all action necessary in accordance with the MBCA and its articles of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purposes of (A) obtaining the Company Shareholder Approval and (B) in the event such meeting is also the Company’s annual meeting of shareholders, the election of directors and such other purposes as the Company may determine (the “Company Meeting”), and (ii) use all reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Plan. Without limiting the generality of the foregoing, the Company’s obligations pursuant to the first sentence of this Section 5.4(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Proposal.

Proxy Statement; Company Meeting. (a) As soon as practicable following the date of this Agreement, and in no case more than thirty (30) days following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, which shall, subject to Section 5.3, include the Recommendation. The Company shall use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders of the Company promptly upon such clearance. The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and (B) provide Parent with copies of all correspondence between the Company and Company its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings. If at any time prior to the Effective Date Time any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 5.4(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the shareholders of the Company. Parent and Merger Sub shall provide to the Company, in a timely manner, with such information as is required to be included in the Proxy Statement under the Exchange Act with respect to it or them and the rules promulgated thereunder and such other information as the Company may reasonably request for inclusion in the Proxy Statement. (b) The Company shall (i) take all action necessary in accordance with the MBCA DGCL and its articles certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purposes of (A) obtaining the Company Shareholder Approval and (B) in the event such meeting is also the Company’s annual meeting of shareholders, the election of directors and such other purposes as the Company may determine (the “Company Meeting”), and (ii) subject to a Change of Recommendation in accordance with Section 5.3, use all reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Plantransactions contemplated hereby. Without limiting the generality of the foregoing, the Company’s obligations pursuant to the first sentence of this Section 5.4(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Alternative ProposalProposal or (ii) a Change of Recommendation.

Proxy Statement; Company Meeting. (a) As soon The Company shall, as promptly as reasonably practicable following after the date of this Agreement, and in no case more than thirty (30) days following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, which shall, subject to Section 5.3, include the Recommendation. The Company , and shall use its all reasonable best efforts to (i) respond as promptly as practicable to any comments on the Proxy Statement or requests for additional information from by the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders of the Company promptly upon such clearance. The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and (B) provide Parent with copies of all correspondence between the Company and Company Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to responding to any such comments or requests or the filing or mailing staff in respect of the Proxy Statement, the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings. If at any time prior to the Effective Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 5.4(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the shareholders of the Company. Parent and Merger Sub shall provide to the Company, in a timely manner, with Company such information as is required to be included in the Proxy Statement under the Exchange Act with respect to it or them and the rules promulgated thereunder and such other information as the Company may reasonably request for inclusion in the Proxy Statement. The Proxy Statement shall comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing and the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company learns that the Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Prior to filing or mailing the Proxy Statement or filing any other required documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the Company shall provide Parent with an opportunity to review and comment on such document or response and shall give good faith consideration to any comments made by Parent and its counsel. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and the SEC or its staff with respect to the Proxy Statement or the transactions contemplated by this Agreement. (b) The Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with the MBCA DGCL and its articles Amended and Restated Certificate of incorporation Incorporation and byAmended and Restated By-laws Laws to duly call, give notice of, convene and hold a meeting of its shareholders stockholders, as promptly as reasonably practicable following the mailing of the Proxy Statement Statement, for the purposes purpose of (A) obtaining the Company Shareholder Stockholder Approval and (B) in the event such meeting is also the Company’s annual meeting of shareholders, the election of directors and such other purposes as the Company may determine (the “Company Meeting”) (except that the Company shall be entitled to one (1) or more adjournments or postponements of the Company Meeting (not to exceed twenty (20) days in the aggregate) if it determines it is reasonably advisable to do so to obtain a quorum or to obtain the Company Stockholder Approval), and (ii) subject to a Change of Recommendation in accordance with Section 5.3(c) and Section 5.3(d), use all reasonable best efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Plantransactions contemplated hereby; provided that no adjournment may be made to a date on or after three (3) business days prior to the End Date. Without limiting Notwithstanding any Change of Recommendation, unless this Agreement shall have been terminated in accordance with its terms, the generality Company shall (x) submit this Agreement to the stockholders of the foregoing, Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Company Meeting and (y) not submit any Alternative Proposal for approval by the stockholders of the Company’s obligations pursuant to the first sentence of this Section 5.4(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Proposal.

Proxy Statement; Company Meeting. (a) As soon as practicable Promptly following the date of this Agreement, Agreement (and in no case more later than thirty (30) 30 days following after the date of this Agreementhereof), the Company shall will prepare (with Parent’s reasonable assistance) and the Company will file with the SEC the Proxy Statement. The Company, which shall, include Parent and Merger Sub shall cooperate with each other in the Recommendationpreparation of the Proxy Statement and furnish all information concerning itself and its Affiliates that is required in connection with the preparation of the Proxy Statement. The Company shall will use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders Company Stockholders as promptly as practicable following the clearance of the Proxy Statement by the SEC. No filing of, or amendment or supplement to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Company Meeting (or any adjournment or postponement thereof) any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement 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 that discovers such information will promptly upon notify the other party hereto and an appropriate amendment or supplement describing such clearanceinformation will be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. The Company shall promptly (A) will notify Parent upon promptly of the receipt of any such comments from the SEC or requests the staff of the SEC and (B) provide of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and the Company will supply Parent with copies of all correspondence between the Company and Company it or any of its Representatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. Prior , with respect to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings. If at any time prior to or the Effective Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 5.4(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the shareholders of the Company. Parent and Merger Sub shall provide to the Company, in a timely manner, with such information as is required to be included in the Proxy Statement under the Exchange Act with respect to it or them and the rules promulgated thereunder and such other information as the Company may reasonably request for inclusion in the Proxy Statementtransactions contemplated hereby. (b) The Company shall (i) take all action necessary in accordance with will, as soon as reasonably practicable following the MBCA date of this Agreement, establish a record date for, and its articles as soon as reasonably practicable following the clearance of incorporation and by-laws to the Proxy Statement by the SEC, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following hold, the mailing of Company Meeting. Subject to Section 6.03, the Company shall effect the Company Board Recommendation. The Proxy Statement for the purposes of shall (Asubject to Section 6.03) obtaining include the Company Shareholder Approval and (B) Board Recommendation. Notwithstanding anything in this Agreement to the event such meeting is also the Company’s annual meeting of shareholderscontrary, the election of directors and such other purposes as the Company may determine postpone or adjourn the Company Meeting (i) to solicit additional proxies for the “purpose of obtaining Stockholder Approval and/or unless the Company Meeting”has waived the condition set forth in Section 9.03(d), and the Majority of the Minority Approval, (ii) use all if there are not holders of a sufficient number of shares of Company common stock present or represented by proxy at the Company Meeting to constitute a quorum at the Company Meeting and (iii) to allow reasonable efforts additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith, after consultation with outside legal counsel, is necessary under Applicable Law and for such supplemental or amended disclosure to solicit from its shareholders proxies in favor of the approval of this Agreement be disseminated and the Plan. Without limiting the generality of the foregoing, the Company’s obligations pursuant to the first sentence of this Section 5.4(b) shall not be affected reviewed by the commencement, public proposal, public disclosure or communication Company Stockholders prior to the Company of any Alternative ProposalMeeting.

Proxy Statement; Company Meeting. (a) As soon The Company, the ESOP and Merger Sub shall each use their reasonable best efforts to take or cause to be taken such actions as practicable following may be required to be taken under the date of Exchange Act or any other federal securities Laws, and under any applicable state securities or “blue sky” Laws, in connection with the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement and in no case more than thirty (30) days following the date of this AgreementSchedule 13E-3. In connection with the Merger and the Company Meeting, the Company shall prepare and concurrently file with the SEC the Proxy StatementStatement and the Schedule 13E-3 relating to the Merger and the other transactions contemplated by this Agreement, which shall, include and the Recommendation. The Company and the ESOP shall use its all reasonable best efforts to (i) respond to any the comments on the Proxy Statement or requests for additional information from of the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC and to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders Company’s shareholders, all as promptly as reasonably practicable; provided, however, that prior to the concurrent filing of the Proxy Statement and the Schedule 13E-3 the Company promptly upon shall consult with the ESOP with respect to such clearancefilings and shall afford the ESOP and its respective Representatives reasonable opportunity to review and comment thereon. The ESOP and Merger Sub shall provide the Company with any information for inclusion in the Proxy Statement or the Schedule 13E-3 which may be required under applicable Law and/or which is reasonably requested by the Company. The Company shall promptly (A) notify Parent upon the ESOP of the receipt of comments of the SEC and of any such comments request from the SEC for amendments or requests supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and (B) provide Parent will promptly supply the ESOP with copies of all correspondence between the Company and Company or its Representatives, on the one hand, and the SEC and or members of its staff, on the other hand. Prior , with respect to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company Schedule 13E-3 or the Merger. Each of the Company, the ESOP and Merger Sub shall provide Parent use its respective reasonable best efforts to resolve all SEC comments with a reasonable opportunity respect to review the Proxy Statement, the Schedule 13E-3 and comment on any drafts other required filings as promptly as practicable after receipt thereof. Each of the Company, the ESOP and Merger Sub agree to correct any information provided by it for use in the Proxy Statement and related correspondence and filingsor the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective Date Company Meeting any event shall occur, or fact or information shall be discovered, that should occur which is required by applicable Law to be set forth in an amendment of of, or a supplement to to, the Proxy StatementStatement or the Schedule 13E-3, the Company shallwill promptly inform the ESOP. In such case, in accordance the Company, with the procedures set forth in this Section 5.4(a)cooperation of the ESOP, will, upon learning of such event, promptly prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Company’s shareholders to the extent required by applicable Law; provided, cause however, that prior to such filing, the Company shall consult with the ESOP with respect to such amendment or supplement and shall afford the ESOP and its Representatives reasonable opportunity to be distributed comment thereon. Notwithstanding the foregoing, the Company shall have no obligation to notify the ESOP of any matters to the shareholders extent that the Special Committee or the Board of Directors of the Company determines in good faith, after consultation with the Company. Parent and Merger Sub shall provide ’s or the Special Committee’s legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company, in a timely manner, with such information as is required to be included in the Proxy Statement ’s shareholders under the Exchange Act with respect to it or them and the rules promulgated thereunder and such other information as the Company may reasonably request for inclusion in the Proxy Statementapplicable Law. (b) The Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with the MBCA DGCL and its articles amended and restated certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purposes purpose of (A) obtaining the Company Shareholder Approval and (B) in the event such meeting is also the Company’s annual meeting of shareholders, the election of directors and such other purposes as the Company may determine (the “Company Meeting”) (including mailing the Proxy Statement as soon as reasonably practicable after the SEC has cleared the Proxy Statement and holding the Company Meeting no later than 45 days after mailing the Proxy Statement, unless a later date is mutually agreed by the Company and the ESOP), and (ii) subject to any Change of Recommendation of the Board of Directors or the Special Committee in accordance with Section 5.3(c), (A) include in the Proxy Statement the recommendation of the Board of Directors of the Company, based on the unanimous recommendation of the Special Committee, that the shareholders of the Company vote in favor of the adoption of this Agreement, and the written opinions referred to in Section 3.18 hereof, dated as of the date of this Agreement (unless the Company shall have been notified of the withdrawal of either such opinion) and (B) use all reasonable best efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Plan. Without limiting transactions contemplated by this Agreement. (c) Notwithstanding anything herein to the generality contrary, unless this Agreement is terminated in accordance with Article VII, the Company will take all of the foregoing, the Company’s obligations pursuant to the first sentence of this actions contemplated by Section 5.4(a) and Section 5.4(b) regardless of whether the Board of Directors of the Company (acting through the Special Committee, if then in existence) has approved, endorsed or recommended an Alternative Proposal or has made a Change of Recommendation, and will submit this Agreement for adoption by the shareholders of the Company at the Company Meeting. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be affected by the commencement, public proposal, public disclosure or communication required to hold the Company of any Alternative ProposalMeeting if this Agreement is terminated in accordance with Article VII.

Proxy Statement; Company Meeting. (a) As soon as practicable Promptly following the date of this Agreement, Agreement and in no case more later than thirty (30) 45 calendar days following after the date hereof (subject to Parent’s compliance in all material respects with this Section 8.03 and, with the understanding that, if a material event or circumstance requiring disclosure shall have occurred or arisen within the period of this Agreement10 calendar dates commencing 35 days after the date hereof, the Company shall be entitled to delay the filing of the Proxy Statement for an additional five Business Days), the Company will prepare (with Parent’s reasonable assistance) and the Company will file with the SEC the Proxy Statement. The Company, which shallParent and Merger Sub shall cooperate with each other in the preparation of the Proxy Statement and furnish all information concerning itself and its Affiliates that is required or reasonably requested by the Company in connection with the preparation of the Proxy Statement, include including any information required by the Recommendation1934 Act and the rules and regulations promulgated thereunder. The Company shall will use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders stockholders of the Company as promptly upon as practicable following the clearance of the Proxy Statement by the SEC. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon and the Company shall give reasonable consideration to any comments made by Parent and its Representatives; provided, however, that, following any Adverse Recommendation Change, the obligations of the Company in this sentence shall not apply with respect to any information relating to such clearanceAdverse Recommendation Change. If at any time prior to the Company Meeting (or any adjournment or postponement thereof) any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement 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 that discovers such information will promptly notify the other party hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of the Company. The Company shall promptly (A) will notify Parent upon promptly of the receipt of any such comments or requests other communications, whether written or oral, that the Company or its Representatives may receive from time to time from the SEC or the staff of the SEC in connection with the transactions contemplated by this Agreement and (B) provide of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information with respect to the Proxy Statement or the transactions contemplated hereby and the Company will supply Parent with copies of all correspondence between the Company and Company it or any of its Representatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. Prior , with respect to responding to any such comments or requests the Proxy Statement or the filing or mailing of the Proxy Statement, the transactions contemplated hereby. The Company shall provide Parent with and its Representatives a reasonable opportunity to review participate in the Company’s response to those comments and comment to provide comments on any drafts of the Proxy Statement and related correspondence and filings. If at any time prior that response (to the Effective Date any event shall occur, or fact or information which reasonable consideration shall be discoveredgiven), that should be set forth in an amendment of or a supplement to the Proxy Statement, including by participating with the Company shall, or its counsel in accordance any discussions or meetings with the procedures set forth in this Section 5.4(a)SEC, prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required permitted by applicable the SEC and Applicable Law; provided, cause such amendment or supplement to be distributed to however, that, following any Adverse Recommendation Change, the shareholders obligations of the Company. Parent and Merger Sub Company in this sentence shall provide to the Company, in a timely manner, with such information as is required to be included in the Proxy Statement under the Exchange Act not apply with respect to it any comments, responses, discussions or them and the rules promulgated thereunder and meetings relating to such other information as the Company may reasonably request for inclusion in the Proxy StatementAdverse Recommendation Change. (b) The Company shall (i) take all action necessary in accordance with will, as soon as reasonably practicable following the MBCA date of this Agreement, establish a record date for, and its articles as soon as reasonably practicable following the clearance of incorporation and by-laws to the Proxy Statement by the SEC, duly call, give notice of, convene and hold hold, the Company Meeting (it being understood that, subject to Parent’s compliance in all material respects with, and the other provisions of, this Section 8.03 (including with respect to postponement and adjournment of the Company Meeting), the Company Meeting shall be on a meeting date no later than 35 calendar days after the date of its shareholders as promptly as reasonably practicable following the mailing of such clearance). Subject to Section 6.03, the Proxy Statement for the purposes of (A) obtaining shall include the Company Shareholder Approval Board Recommendation, and (B) in the event such meeting is also the Company’s annual meeting of shareholders, the election of directors and such other purposes as the Company may determine shall (unless the “Company Meeting”), and (iiBoard Recommendation is withdrawn in accordance with this Agreement) use all its reasonable best efforts to obtain and solicit from its shareholders proxies votes in favor of the approval adoption of this Agreement by the holders of Shares. Notwithstanding anything in this Agreement to the contrary, the Company may, and shall at Parent’s reasonable request, postpone or adjourn the PlanCompany Meeting (i) to solicit additional proxies for the purpose of obtaining the Requisite Company Vote, (ii) if there are not holders of a sufficient number of shares of Company common stock present or represented by proxy at the Company Meeting to constitute a quorum at the Company Meeting and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith, after consultation with outside legal counsel, is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the stockholders of the Company prior to the Company Meeting; provided, however, that the Company Meeting shall not be postponed or adjourned as a result of clause (i) or clause (ii) above for a period of more than 15 Business Days in the aggregate without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, in no event will the record date of the Company Meeting be changed without Parent’s prior written consent, unless required by Applicable Law. (c) Within five Business Days after the date of this Agreement (and thereafter, upon the reasonable request of Parent), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the 1934 Act for a record date for the Company Meeting that is 20 Business Days after the date of such “broker search”. (d) Without limiting the generality of the foregoing, the Company’s obligations pursuant to the first sentence of this Section 5.4(b) 8.03 shall not be affected by the commencement, public proposal, public disclosure or public or private communication to the Company of any Alternative ProposalCompany Acquisition Proposal or by an Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 10.01.

Proxy Statement; Company Meeting. (a) As soon If the adoption of this Agreement by the Company’s stockholders is required by applicable Laws in order to consummate the Merger, then as promptly as practicable following the date of this Agreement, and in no case more than thirty (30) days following the date of this AgreementAcceptance Date, the Company shall prepare and file with the SEC the Proxy Statement, which shall, include the Recommendation. The Company Statement and shall use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from of the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC its staff and to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the Company promptly upon such clearanceSEC. The Company shall promptly (A) notify Parent upon promptly of the receipt of any such comments from the SEC or requests its staff and (B) provide of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and Company Representativesor any of its representatives, on the one hand, and the SEC and its staffSEC, on the other hand. Prior , with respect to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filingsor the Merger. If at any time prior to the Effective Date Company Meeting there shall occur any event shall occur, or fact or information shall be discovered, that should is required to be set forth in an amendment of or a supplement to the Proxy Statement, the Company shallshall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company shall not file or mail any Proxy Statement, in accordance or any amendment or supplement thereto, to which Parent reasonably and timely objects. Parent shall cooperate with the procedures set forth Company in this Section 5.4(a), prepare the preparation of the Proxy Statement or any amendment or supplement thereto and file shall be given reasonable opportunity to review and comment on the Proxy Statement or any amendment or supplement thereto prior to any filing thereof with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the shareholders of the Company. Parent and Merger Sub shall provide any mailing thereof to the Company, in a timely manner, with such information as is required to be included in the Proxy Statement under the Exchange Act with respect to it or them and the rules promulgated thereunder and such other information as the Company may reasonably request for inclusion in the Proxy Statement’s stockholders. (b) The Subject to the other provisions of this Agreement, after the Acceptance Date, the Company shall (i) take all action necessary in accordance with the MBCA DGCL and its articles certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its shareholders stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purposes purpose of (A) obtaining the Company Shareholder Stockholder Approval and (B) in the event such meeting is also the Company’s annual meeting of shareholders, the election of directors and such other purposes as the Company may determine (the “Company Meeting”)) and not postpone or adjourn the Company Meeting except to the extent required by applicable Laws, and (ii) subject to a Change of Recommendation in accordance with Section 6.3(d), use all reasonable its best efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Plantransactions contemplated hereby. Without limiting Subject to Section 6.3(d), the generality Proxy Statement shall include the Company Recommendation. (c) Notwithstanding anything to the contrary contained in this Agreement, if Parent shall own, by virtue of the foregoingOffer or otherwise, 90% or more of the outstanding Shares, the Company’s obligations pursuant parties shall take all necessary and appropriate action to cause the first sentence Merger to become effective as soon as practicable without a stockholders’ meeting in accordance with Section 253 of the DGCL. (d) Parent and Merger Sub agree to cause all Shares owned by Parent or Merger Sub or any of their affiliates to be present at the Company Meeting and to be voted in favor of adoption of the Agreement and consummation of the Merger at the Company Meeting. After the date of this Section 5.4(b) shall not be affected by Agreement and until the commencementearlier of the Acceptance Time and the termination of this Agreement, public proposalneither Parent nor Merger Sub nor any of their affiliates shall, public disclosure directly or communication indirectly, purchase, acquire or agree to purchase or acquire any Shares at a price less than the Company of any Alternative ProposalOffer Price.

Proxy Statement; Company Meeting. (a) As soon The Company shall, as promptly as reasonably practicable following after the date of this Agreement, Agreement (and in any event no case more later than thirty twenty (3020) days following Business Days after the date of this Agreementhereof), the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, which shall, subject to Section 5.3, include the Recommendation. The Company , and shall use its reasonable best efforts to (i) respond as promptly as practicable to any comments on the Proxy Statement or requests for additional information from by the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders of the Company promptly upon such clearance. The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and (B) provide Parent with copies of all correspondence between the Company and Company Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to responding to any such comments or requests or the filing or mailing staff in respect of the Proxy Statement, the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings. If at any time prior to the Effective Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 5.4(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the shareholders of the Company. Parent and Merger Sub shall provide to the Company, in a timely manner, with Company such information as is required to be included in the Proxy Statement under the Exchange Act with respect to it or them and the rules promulgated thereunder and such other information as the Company may reasonably request for inclusion in the Proxy Statement. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing and the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company Stockholders as promptly as reasonably practicable after the Company learns that the preliminary Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Prior to filing or mailing the Proxy Statement or filing any other required documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, each party shall afford the other party reasonable time to consider the drafts and revised drafts of such documents and consider in good faith all comments reasonably proposed by the other party. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and the SEC or its staff with respect to the Proxy Statement. Each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents required by the Exchange Act in connection with the Merger and the other transactions contemplated hereby, and Parent and the Company shall cooperate with each other in connection with the preparation of the Proxy Statement and any such other filings. (b) If, at any time prior to the receipt of the Company Stockholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, as the case may be, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that the Proxy Statement would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and in disseminating the information contained in such amendment or supplement to the stockholders of the Company, in each case as and to the extent required by applicable Law. (c) All documents that the Company 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 Exchange Act. The Company shall include in the Proxy Statement (i) the Fairness Opinions, in their entirety, together with summaries thereof, and (ii) the information required by Section 262(d)(2) of the DGCL and applicable Law with respect thereto such that the Proxy Statement constitutes a notice of appraisal rights under Section 262(d)(2) of the DGCL and applicable Law. (d) Subject to the other provisions of this Agreement and applicable Law, the Company shall take all action necessary in accordance with the MBCA DGCL and its articles the Company Certificate of incorporation Incorporation, and bythe Company By-laws Laws, to duly call, give notice of, convene and hold a meeting of its shareholders the Company Stockholders, as promptly as reasonably practicable (but not sooner than twenty (20) Business Days) following the mailing of the Proxy Statement Statement, for the purposes purpose of (A) obtaining the Company Shareholder Stockholder Approval and (B) in the event such meeting is also the Company’s annual meeting of shareholders, the election of directors and such other purposes as the Company may determine (the “Company Meeting”). The Company will conduct a “broker search” as contemplated by and in accordance with Rule 14a-13 promulgated under the Exchange Act and establish a record date for the Company Meeting in a manner to enable the record date for the Company Meeting to be set so that such Company Meeting will be duly called and held as soon as reasonably practicable following clearance of the Proxy Statement by the SEC. Notwithstanding the forgoing, and the Company may postpone or adjourn to a later date the Company Meeting (i) with the written consent of Parent, (ii) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders as required by applicable Law in advance of the Company Meeting, (ii) for the absence of a quorum necessary to conduct the business of the Company Stockholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies if the Company has not received proxies representing a sufficient number of Company Common Stock to adopt this Agreement, whether or not a quorum is present or (iv) if required by applicable Law, provided, that in no event shall the Company Meeting be postponed or adjourned beyond the date that is three (3) Business Days prior to the End Date without the prior written consent of Parent. (e) The Company shall, unless there has been a Change of Recommendation, use all reasonable best efforts to solicit from its shareholders the Company Stockholders proxies in favor of the approval of this Agreement and the Plantransactions contemplated hereby. Without limiting Unless this Agreement is terminated in accordance with its terms, the generality Company shall (x) submit this Agreement to the stockholders of the foregoingCompany as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Company Meeting and (y) not submit any Alternative Proposal for approval by the stockholders of the Company. (f) The Company shall keep Parent reasonably informed with respect to proxy solicitation results as reasonably requested by Parent and shall provide such information and reasonable cooperation as Parent may reasonably request in connection therewith. Notwithstanding anything to the contrary in this Agreement, unless this Agreement is terminated in accordance with its terms, the Company shall remain obligated to provide the information and cooperation described in the immediately preceding sentence and duly call, give notice of, convene and hold the Company Meeting and mail the Proxy Statement (and any amendment or supplement thereto that maybe required by applicable Law) to the Company’s obligations pursuant to the first sentence of stockholders in accordance with this Section 5.4(b) shall not be affected by the commencement5.4, public proposal, public disclosure or communication to the Company notwithstanding any Change of any Alternative ProposalRecommendation.

Proxy Statement; Company Meeting. (a) As soon as practicable Promptly following the date of this Agreement, Agreement and in no case more later than thirty (30) 45 calendar days following after the date hereof (subject to Parent’s compliance in all material respects with this Section 8.03 and, with the understanding that, if a material event or circumstance requiring disclosure shall have occurred or arisen within the period of this Agreement10 calendar dates commencing 35 days after the date hereof, the Company shall be entitled to delay the filing of the Proxy Statement for an additional five Business Days), the Company will prepare (with Parent’s reasonable assistance) and the Company will file with the SEC the Proxy Statement. The Company, which shallParent and Merger Sub shall cooperate with each other in the preparation of the Proxy Statement and furnish all information concerning itself and its Affiliates that is required or reasonably requested by the Company in connection with the preparation of the Proxy Statement, include including any information required by the Recommendation1934 Act and the rules and regulations promulgated thereunder. The Company shall will use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders stockholders of the Company as promptly upon as practicable following the clearance of the Proxy Statement by the SEC. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon and the Company shall give reasonable consideration to any comments made by Parent and its Representatives; provided, however, that, following any Adverse Recommendation Change, the obligations of the Company in this sentence shall not apply with respect to any information relating to such clearanceAdverse Recommendation Change. If at any time prior to the Company Meeting (or any adjournment or postponement thereof) any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement 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 that discovers such information will promptly notify the other party hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of the Company. The Company shall promptly (A) will notify Parent upon promptly of the receipt of any such comments or requests other communications, whether written or oral, that the Company or its Representatives may receive from time to time from the SEC or the staff of the SEC in connection with the transactions contemplated by this Agreement and (B) provide of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information with respect to the Proxy Statement or the transactions contemplated hereby and the Company will supply Parent with copies of all correspondence between the Company and Company it or any of its Representatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. Prior , with respect to responding to any such comments or requests the Proxy Statement or the filing or mailing of the Proxy Statement, the transactions contemplated hereby. The Company shall provide Parent with and its Representatives a reasonable opportunity to review participate in the Company’s response to those comments and comment to provide comments on any drafts of the Proxy Statement and related correspondence and filings. If at any time prior that response (to the Effective Date any event shall occur, or fact or information which reasonable consideration shall be discoveredgiven), that should be set forth in an amendment of or a supplement to the Proxy Statement, including by participating with the Company shall, or its counsel in accordance any discussions or meetings with the procedures set forth in this Section 5.4(a)SEC, prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required permitted by applicable the SEC and Applicable Law; provided, cause such amendment or supplement to be distributed to however, that, following any Adverse Recommendation Change, the shareholders obligations of the Company. Parent and Merger Sub Company in this sentence shall provide to the Company, in a timely manner, with such information as is required to be included in the Proxy Statement under the Exchange Act not apply with respect to it any comments, responses, discussions or them and the rules promulgated thereunder and meetings relating to such other information as the Company may reasonably request for inclusion in the Proxy StatementAdverse Recommendation Change. (b) The Company shall (i) take all action necessary in accordance with will, as soon as reasonably practicable following the MBCA date of this Agreement, establish a record date for, and its articles as soon as reasonably practicable following the clearance of incorporation and by-laws to the Proxy Statement by the SEC, duly call, give notice of, convene and hold hold, the Company Meeting (it being understood that, subject to Parent’s compliance in all material respects with, and the other provisions of, this Section 8.03 (including with respect to postponement and adjournment of the Company Meeting), the Company Meeting shall be on a meeting date no later than 35 calendar days after the date of its shareholders as promptly as reasonably practicable following the mailing of such clearance). Subject to ‎‎Section 6.03, the Proxy Statement for the purposes of (A) obtaining shall include the Company Shareholder Approval Board Recommendation, and (B) in the event such meeting is also the Company’s annual meeting of shareholders, the election of directors and such other purposes as the Company may determine shall (unless the “Company Meeting”), and (iiBoard Recommendation is withdrawn in accordance with this Agreement) use all its reasonable best efforts to obtain and solicit from its shareholders proxies votes in favor of the approval adoption of this Agreement by the holders of Shares. Notwithstanding anything in this Agreement to the contrary, the Company may, and shall at Parent’s reasonable request, postpone or adjourn the PlanCompany Meeting (i) to solicit additional proxies for the purpose of obtaining the Requisite Company Vote, (ii) if there are not holders of a sufficient number of shares of Company common stock present or represented by proxy at the Company Meeting to constitute a quorum at the Company Meeting and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith, after consultation with outside legal counsel, is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the stockholders of the Company prior to the Company Meeting; provided, however, that the Company Meeting shall not be postponed or adjourned as a result of clause (i) or clause (ii) above for a period of more than 15 Business Days in the aggregate without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, in no event will the record date of the Company Meeting be changed without Parent’s prior written consent, unless required by Applicable Law. (c) Within five Business Days after the date of this Agreement (and thereafter, upon the reasonable request of Parent), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the 1934 Act for a record date for the Company Meeting that is 20 Business Days after the date of such “broker search”. (d) Without limiting the generality of the foregoing, the Company’s obligations pursuant to the first sentence of this Section 5.4(b) 8.03 shall not be affected by the commencement, public proposal, public disclosure or public or private communication to the Company of any Alternative ProposalCompany Acquisition Proposal or by an Adverse Recommendation Change unless this Agreement has been terminated in accordance with Section 10.01.

Proxy Statement; Company Meeting. (a) As soon as practicable following the date of this Agreement, and in no case more than thirty (30) days following the date of this Agreement, the The Company shall prepare and file with the SEC SEC, as promptly as practicable, but in any event within twenty five (25) days after the date hereof, a preliminary proxy statement in connection with seeking the adoption of this Agreement by the stockholders of the Company (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”), which shall, subject to Section 5.3, include the Recommendation. The Company , and shall use its best all reasonable efforts to (i) promptly respond to any comments on the Proxy Statement or requests for additional information from by the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders of the Company promptly upon such clearance. The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and (B) provide Parent with copies of all correspondence between the Company and Company Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to responding to any such comments or requests or the filing or mailing staff in respect of the Proxy Statement, . Without limiting the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts generality of the Proxy Statement and related correspondence and filings. If at any time prior to the Effective Date any event shall occurforegoing, or fact or information shall be discoveredeach of Cable Buyer, that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 5.4(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the shareholders of the Company. Metro Parent and Merger Sub shall provide to the Company, in a timely manner, with Company such information as is required to be included in the Proxy Statement under the Exchange Act with respect to it or them concerning Cable Buyer, Metro Parent and the rules promulgated thereunder and such other information Merger Sub as the Company may reasonably request for inclusion in the Proxy Statement. If, at any time prior to the Company Meeting, any inaccuracy or omission of information relating to the Company or its affiliates, officers or directors should be discovered by the Company, or any inaccuracy or omission of information relating to Cable Buyer, Metro Parent or Merger Sub or any of their respective affiliates, officers or directors should be discovered by Cable Buyer, Metro Parent or Merger Sub, in either case which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement 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, then such party shall promptly notify the other parties, and the Company shall file with the SEC an appropriate amendment or supplement describing such information. The Company shall cause the definitive Proxy Statement to be mailed promptly (but in no event later than five (5) business days) after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement; provided that the Company shall not be required to mail the Proxy Statement (or file the definitive Proxy Statement with the SEC) prior to the No-Shop Period Start Date. (b) The Company shall promptly notify the Parents of the receipt of all comments of the SEC staff with respect to the Proxy Statement and of any request by the SEC staff for any amendment or supplement thereto or for additional information and shall promptly provide to the Parents copies of all correspondence between the Company and/or any of its Representatives, on the one hand, and the SEC staff, on the other hand, with respect to the Proxy Statement. (c) Subject to applicable Laws, notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC staff with respect thereto, the Company shall promptly provide the Parents with an opportunity to review and comment on such document or response and shall in good faith consider for inclusion in such document or response comments reasonably and timely proposed by the Parents. (d) Following the clearance of the Proxy Statement by the SEC, subject to the other provisions of this Agreement and unless this Agreement has been validly terminated pursuant to Section 7.1, the Company shall promptly (i) take all action necessary in accordance with the MBCA DGCL and its articles certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its shareholders stockholders as promptly as reasonably practicable following the mailing of the definitive Proxy Statement (and in no event shall such meeting of stockholders be scheduled to occur later than twenty-five (25) business days after the filing of the definitive Proxy Statement with the SEC) for the purposes purpose of (A) obtaining the Company Shareholder Stockholder Approval and (B) in the event such meeting is also the Company’s annual meeting of shareholders, the election of directors and such other purposes as the Company may determine (the “Company Meeting”), and (ii) subject to Section 5.3, recommend such approval and use all reasonable efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Plan. Without limiting transactions contemplated by this Agreement; provided, however, for the generality avoidance of doubt, the Company may postpone or adjourn the Company Meeting: (A) with the consent of either Parent; (B) for the absence of a quorum; (C) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Board of Directors of the foregoing, Company has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s obligations pursuant to the first sentence of this Section 5.4(b) shall not be affected by the commencement, public proposal, public disclosure or communication stockholders prior to the Company of any Alternative ProposalMeeting; or (D) if the Company has provided a written notice to the Parents and Merger Sub pursuant to Section 5.3(e)(ii) and the deadline contemplated by Section 5.3(e)(ii) with respect to such notice has not been reached.

Proxy Statement; Company Meeting. (a) As soon The Company shall, as promptly as reasonably practicable following after the date of this Agreement, Agreement (and in no case more than thirty (30) days following the date of this Agreement, the Company shall use its reasonable best efforts to cause such filing to occur within twenty (20) business days after the date hereof, so long as Parent promptly complies with its obligations under this Section 5.4(a)), prepare and file with the SEC the Proxy StatementStatement in preliminary form, which shall, subject to Section 5.3, include the Recommendation. The Company , and shall use its all reasonable best efforts to (i) respond as promptly as practicable to any comments on the Proxy Statement or requests for additional information from by the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders of the Company promptly upon such clearance. The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and (B) provide Parent with copies of all correspondence between the Company and Company Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to responding to any such comments or requests or the filing or mailing staff in respect of the Proxy Statement, the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings. If at any time prior to the Effective Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 5.4(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the shareholders of the Company. Parent and Merger Sub shall provide to the Company, in a timely manner, with Company such information as is required to be included in the Proxy Statement under the Exchange Act with respect to it or them and the rules promulgated thereunder and such other information as the Company may reasonably request for inclusion in the Proxy Statement. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing and the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company learns that the preliminary Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Prior to filing or mailing the Proxy Statement or filing any other required documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the Company shall provide Parent with an opportunity to review and comment on such document or response and shall give good faith consideration to any comments made by Parent and its counsel. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and the SEC or its staff with respect to the Proxy Statement or the transactions contemplated by this Agreement. (b) The Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with the MBCA DGCL and its articles Restated Certificate of incorporation Incorporation, as amended, and byAmended and Restated By-laws Laws, to duly call, give notice of, convene and hold a meeting of its shareholders stockholders, as promptly as reasonably practicable following the mailing of the Proxy Statement Statement, for the purposes purpose of (A) obtaining the Company Shareholder Stockholder Approval and (B) in the event such meeting is also the Company’s annual meeting of shareholders, the election of directors and such other purposes as the Company may determine (the “Company Meeting”) (except that the Company shall be entitled to one (1) or more adjournments or postponements of the Company Meeting (not to exceed twenty (20) days in the aggregate) if it determines it is reasonably advisable to do so to (A) ensure that any required information is provided to the Company’s stockholders within a reasonable amount of time in advance of the Company Meeting or (B) obtain a quorum or to obtain the Company Stockholder Approval), and (ii) subject to a Change of Recommendation in accordance with Section 5.3(c) and Section 5.3(d), use all reasonable best efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Plantransactions contemplated hereby; provided that no adjournment or postponement may be made to a date on or after three (3) business days prior to the End Date. Without limiting Subject to the generality Board of Directors of the foregoingCompany not having effected a Change of Recommendation, the Company’s obligations pursuant Company shall (x) submit this Agreement to the first sentence stockholders of this Section 5.4(bthe Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Company Meeting and (y) shall not be affected submit any Alternative Proposal for approval by the commencement, public proposal, public disclosure or communication to stockholders of the Company of any Alternative ProposalCompany.

Proxy Statement; Company Meeting. (a) As soon as practicable following the date of this Agreement, and in no case more than thirty (30) days following the date of this Agreement, the Company shall and Parent will prepare and the Company will file with the SEC the Proxy Statement. The Company, which shall, include Parent and Merger Sub shall cooperate with each other in the Recommendationpreparation of the Proxy Statement and furnish all information concerning itself that is required in connection with the preparation of the Proxy Statement. The Company shall will use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) cause the Proxy Statement to be mailed to the shareholders Company Stockholders as promptly as practicable following the clearance of the Proxy Statement by the SEC. No filing of, or amendment or supplement to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Company Meeting (or any adjournment or postponement thereof) any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement 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 that discovers such information will promptly upon notify the Other Party hereto and an appropriate amendment or supplement describing such clearanceinformation will be promptly filed with the SEC and, to the extent required by Law, disseminated to the Company Stockholders. The Company shall promptly (A) will notify Parent upon promptly of the receipt of any such comments from the SEC or requests the staff of the SEC and (B) provide of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and the Company will supply Parent with copies of all correspondence between the Company and Company it or any of its Representatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. Prior , with respect to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings. If at any time prior to or the Effective Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 5.4(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the shareholders of the Company. Parent and Merger Sub shall provide to the Company, in a timely manner, with such information as is required to be included in the Proxy Statement under the Exchange Act with respect to it or them and the rules promulgated thereunder and such other information as the Company may reasonably request for inclusion in the Proxy Statementtransactions contemplated hereby. (b) The Company shall (i) take all action necessary in accordance with will, as soon as reasonably practicable following the MBCA date of this Agreement, establish a record date for, and its articles as soon as reasonably practicable following the clearance of incorporation and by-laws to the Proxy Statement by the SEC, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purposes of (A) obtaining hold, the Company Shareholder Approval and (B) in the event such meeting is also the Company’s annual meeting of shareholdersMeeting. Subject to Section 6.3, the election of directors and such other purposes as Company will, through the Company may determine Board, recommend to the Company Stockholders that they adopt this Agreement in accordance with the DGCL (the “Company MeetingBoard Recommendation”). The Proxy Statement shall (subject to Section 6.3) include the Company Board Recommendation. Notwithstanding anything in this Agreement to the contrary, and the Company may postpone or adjourn the Company Meeting (i) to solicit additional proxies for the purpose of obtaining Company Stockholder Approval, (ii) use all if there are not holders of a sufficient number of shares of Company Common Stock present or represented by proxy at the Company Meeting to constitute a quorum at the Company Meeting, (iii) to allow reasonable efforts additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith, after consultation with outside legal counsel, is necessary under applicable Law and for such supplemental or amended disclosure to solicit from its shareholders proxies in favor of the approval of this Agreement be disseminated and the Plan. Without limiting the generality of the foregoing, the Company’s obligations pursuant to the first sentence of this Section 5.4(b) shall not be affected reviewed by the commencement, public proposal, public disclosure or communication Company Stockholders prior to the Company of Meeting and (iv) if the Company has delivered any Alternative Proposalnotice contemplated by Section 6.3 and the time period contemplated by Section 6.3 has not expired.

Proxy Statement; Company Meeting. (a) As soon as practicable Promptly following the date of this Agreement, Agreement (and in no case more later than thirty twenty-five (3025) calendar days following after the date of this Agreementhereof), the Company shall will prepare (with Parent’s reasonable assistance) and the Company will file with the SEC the Proxy Statement, which shall, include . Each of Parent and Merger Sub shall cooperate with the RecommendationCompany in the preparation of the Proxy Statement and furnish all information concerning itself and its Affiliates that is required in connection with the preparation of the Proxy Statement. The Company shall use its best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) obtain clearance from the SEC to mail the Proxy Statement as soon as practicable, and (iii) will cause the Proxy Statement to be mailed to the shareholders stockholders of the Company as promptly upon as reasonably practicable following the Clearance Time. Prior to any filing of, or amendment or supplement to the Proxy Statement, the Company will provide Parent a reasonable opportunity to review and comment thereon and the Company shall give consideration to any comments made by Parent and its Representatives. If at any time prior to the Company Meeting (or any adjournment or postponement thereof) any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement 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 that discovers such clearanceinformation will notify the other party hereto as promptly as reasonably practicable and an appropriate amendment or supplement describing such information will be filed as promptly as reasonably practicable with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of the Company. The Company shall will notify as promptly (A) notify as reasonably practicable Parent upon of the receipt of any such comments or requests other communications, whether written or oral, that the Company or its Representatives may receive from time to time from the SEC or the staff of the SEC and (B) provide of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and the Company will supply Parent with copies of all correspondence between the Company and Company it or any of its Representatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. Prior , with respect to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filingsor the Transactions. If at any time prior to the Effective Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment Each of or a supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 5.4(a), prepare and file with the SEC such amendment or supplement Parent shall use its reasonable best efforts to respond as soon thereafter promptly as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the shareholders of the Company. Parent and Merger Sub shall provide to the Company, in a timely manner, with such information as is required to be included in any comments on the Proxy Statement under from the Exchange Act with respect to it SEC or them and the rules promulgated thereunder and such other information as staff of the Company may reasonably request for inclusion in the Proxy StatementSEC. (b) The Company shall will, as soon as reasonably practicable following the date of this Agreement, establish a record date for, and as soon as reasonably practicable following the time the SEC indicates it will not review or have any further comments with respect to the Proxy Statement (i) take all action necessary in accordance with the MBCA and its articles of incorporation and by-laws to “Clearance Time”), duly call, give notice of, convene and hold a meeting of its shareholders hold, the Company Meeting, which Company Meeting will be held as promptly as reasonably practicable following in a manner that allows the mailing Company to incorporate by reference in the manner permitted by Item 13(b) or 14(e)(1) of Schedule 14A, but in no event later than forty (40) calendar days after the Clearance Time. Subject to Section 6.03, the Board of Directors shall (x) include the Company Board Recommendation in the Proxy Statement and (y) unless an Adverse Recommendation Change has occurred, use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding anything in this Agreement to the contrary, the Company may, following consultation with Parent and, if an Adverse Recommendation Change has not occurred, shall, at the request of Parent on no more than one (1) occasion for a period of no more than ten (10) Business Days (with respect to clauses (ii) and (iii) below), postpone or adjourn the Company Meeting (i) with the written consent of Parent, (ii) to solicit additional proxies for the purposes purpose of (A) obtaining the Requisite Company Shareholder Approval Vote, (iii) if there are not holders of a sufficient number of shares of Company common stock present or represented by proxy at the Company Meeting to constitute a quorum at the Company Meeting or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith, after consultation with outside legal counsel, is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the stockholders of the Company prior to the Company Meeting; provided, however, that, in the case of the foregoing clauses (ii) and (B) in the event such meeting is also the Company’s annual meeting of shareholdersiii), the election of directors and such other purposes as the Company may determine not postpone or adjourn the Company Meeting on more than three (the “Company Meeting”)3) occasions, and no such postponement or adjournment shall be for a period of more than ten (ii10) use all reasonable efforts Business Days without Parent’s prior written consent (not to solicit from its shareholders proxies in favor be unreasonably withheld, conditioned or delayed). Without the prior written consent of Parent, the approval adoption of this Agreement and the Plan. Without limiting the generality approval of the foregoingMerger shall be the only matter (other than matters of procedure, including a proposal to adjourn the Company Meeting, and matters required by Applicable Law to be voted on by the Company’s obligations pursuant to stockholders in connection with the first sentence adoption of this Section 5.4(bAgreement, including the advisory vote required by Rule 14a-21(c) under the 1934 Act, and if such meeting is an annual meeting of the stockholders, any customary annual stockholder meeting matters) that the Company shall not propose to be affected acted on by the commencement, public proposal, public disclosure or communication to stockholders of the Company at the Company Meeting. The Company shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of any Alternative Proposalthe definitive Proxy Statement. (c) As promptly as reasonably practicable after the date of this Agreement, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the 1934 Act for a record date for the Company Meeting and shall consult with Parent, at Parent’s request, regarding the need to, if necessary, commence additional broker searches and/or adjust the preliminary record date reflected in the original broker search as may be necessary to ensure that the record date can be set on a date that is as promptly as reasonably practicable after the Clearance Time.