Common use of Proxy Statement; Company Stockholder Meeting Clause in Contracts

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (and in any event no later than twenty (20) Business Days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Company Stockholder Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company will use its reasonable best efforts to (i) cause the Proxy Statement, when filed, to comply in all material respects with all legal requirements applicable thereto and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and will, as promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise the other on any oral comments with respect to the Proxy Statement received from the SEC. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and the Company shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by law, disseminated to the Company stockholders. Parent shall promptly provide such information regarding Parent and Merger Sub that the Company may reasonably request for inclusion in the Proxy Statement.

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (and in any event no later than twenty within two (202) Business Days after Days) following the date of this Agreement)Go-Shop End Date, the Company shall use reasonable best efforts to prepare and file cause to be filed with the SEC a proxy statement in preliminary form form, as required by the Exchange Act, relating to the Company Stockholder Meeting (such proxy statement, including together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”)) and the Company and Parent shall jointly prepare and file the Schedule 13E‑3 with the SEC. Except as contemplated by ‎‎Section 6.02, the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. The Proxy Statement shall include all material disclosure relating to the Special Committee Financial Advisor as required by Applicable Law. The Company will use its reasonable best efforts to (i) cause the Proxy Statement, when filed, to comply in all material respects with all legal requirements applicable thereto and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) with respect to the Proxy Statement or Schedule 13E‑3 or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy StatementStatement or Schedule 13E‑3, and will, as shall promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence between it the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand, and all written . Each of the parties hereto shall use their commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement received from the SEC and advise the other on any oral comments with respect to the Proxy Statement received from the SECor Schedule 13E‑3. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the The Company which should be set forth in an amendment or supplement to the Proxy Statement, shall use its commercially reasonable efforts so that the Proxy Statement would not include a misstatement of a and Schedule 13E‑3 will comply as to form in all material fact or omit to state any material fact necessary to make respects with the statements therein, in the light provisions of the circumstances under Exchange Act and the rules and regulations promulgated thereunder and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than ten (10) Business Days after the date on which they were made, not misleading, the party SEC confirms that discovers such information shall promptly notify it has no further comments on the other parties and Proxy Statement; provided that the Company shall use its reasonable best efforts not be obligated to cause an appropriate mail the definitive Proxy Statement or Schedule 13E‑3 to the Company’s stockholders prior to the date that is two (2) calendar days after the Go‑Shop End Date. Prior to filing or mailing the Proxy Statement or Schedule 13E‑3 (or any amendment or supplement describing such information thereto) or responding to be promptly filed with any comments of the SEC and(or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response to the extent required permitted by law, disseminated to the Company stockholders. Parent Applicable Law and shall promptly provide include any such information regarding Parent and Merger Sub that the Company may comments reasonably request for inclusion in the Proxy Statementproposed by Parent.

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (and in any event no later than twenty (20) Business Days after the date of this Agreementhereof (but in no event later than 20 Business Days thereafter), the Company shall prepare and file with the SEC a the preliminary proxy statement in preliminary form relating to the Company Stockholder Meeting (such proxy statement, including any amendment as amended or supplement theretosupplemented, the “Proxy Statement”). The Each of the Company will use its reasonable best efforts and Parent shall furnish all information concerning such person to (i) cause the Proxy Statementother as may be reasonably requested in connection with the preparation, when filed, to comply in all material respects with all legal requirements applicable thereto filing and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning distribution of the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the The Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will promptly notify Parent (and in any case no later than one (1) Business Day) upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, Statement and will, as promptly as practicable after receipt thereof, shall provide Parent with copies of all material correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, . Each of the Company and all written Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement received from Statement. Notwithstanding the SEC and advise the other on any oral comments with respect foregoing, prior to filing or mailing the Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall consider in good faith all such comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If If, at any time prior to the Effective Time Stockholders Meeting, any information relating to Parent or the Company, Parent or any of their respective controlled Affiliates, officers or directors, is directors should be discovered by Parent or the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would shall not include a misstatement 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 the light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and the Company shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to shall be promptly filed with the SEC and, to the extent required by lawapplicable Law, disseminated to the stockholders of the Company. Except in connection with a Company stockholders. Parent Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall promptly provide such information regarding Parent and Merger Sub that be made by the Company may reasonably request for inclusion in without the Proxy Statementapproval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (and in any event no later than twenty (20) Business Days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Company Stockholder Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company will use its reasonable best efforts to (i) cause the Proxy Statement, when filed, to comply in all material respects with all legal requirements applicable thereto and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and will, as promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise the other on any oral comments with respect to the Proxy Statement received from the SEC. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and the Company shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by law, disseminated to the Company stockholders. Parent shall promptly provide such information regarding Parent and Merger Sub that the Company may reasonably request for inclusion in the Proxy Statement.circumstances

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable (and in any event within twenty (20) Business Days) following the date of this Agreement (and in any event no later than twenty (20) Business Days after the date of this Agreement), the Company shall use reasonable best efforts to prepare and file cause to be filed with the SEC a proxy statement in preliminary form form, as required by the Exchange Act, relating to the Company Stockholder Meeting (such proxy statement, including together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”)) and the Company and Parent shall jointly prepare and file the Schedule 13E-3 with the SEC. Except as contemplated by ‎Section 6.02, the Proxy Statement shall include the Company Board Recommendation with respect to the Mergers. The Proxy Statement shall include all material disclosure relating to the Special Committee Financial Advisors as required by Applicable Law. The Company will use its reasonable best efforts to (i) cause the Proxy Statement, when filed, to comply in all material respects with all legal requirements applicable thereto and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) with respect to the Proxy Statement or Schedule 13E-3 or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy StatementStatement or Schedule 13E-3, and will, as shall promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence between it the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand, and all written . Each of the parties hereto shall use their commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement received from the SEC and advise the other on any oral comments with respect to the Proxy Statement received from the SECor Schedule 13E-3. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the The Company which should be set forth in an amendment or supplement to the Proxy Statement, shall use its commercially reasonable efforts so that the Proxy Statement would not include a misstatement of a and Schedule 13E-3 will comply as to form in all material fact or omit to state any material fact necessary to make respects with the statements therein, in the light provisions of the circumstances under Exchange Act and the rules and regulations promulgated thereunder and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than ten (10) Business Days after the date on which they were made, not misleading, the party SEC confirms that discovers such information shall promptly notify it has no further comments on the other parties and Proxy Statement; provided that the Company shall use its reasonable best efforts not be obligated to cause an appropriate mail the definitive Proxy Statement or Schedule 13E-3 to the Company’s stockholders prior to the date that is five calendar days after the Go-Shop End Date. Prior to filing or mailing the Proxy Statement or Schedule 13E-3 (or any amendment or supplement describing such information thereto) or responding to be promptly filed with any comments of the SEC and(or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response to the extent required permitted by law, disseminated to the Company stockholders. Parent Applicable Law and shall promptly provide include any such information regarding Parent and Merger Sub that the Company may comments reasonably request for inclusion in the Proxy Statementproposed by Parent.

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (and but in any no event no later than twenty fifteen (2015) Business Days after the date of this Agreement)hereof, provided the Company has received all information referred to in the next sentence, the Company shall prepare and file the preliminary Proxy Statement with the SEC a proxy statement in preliminary form relating SEC. Parent shall promptly furnish all information concerning itself and its affiliates that is required to be included, or is reasonably requested by the Company Stockholder Meeting (such proxy statementfor inclusion, including any amendment or supplement thereto, in the “Proxy Statement”). The Company will shall use its reasonable best efforts to (i) cause respond to any comments of the Proxy Statement, when filedSEC or its staff, to comply in all material respects clear the preliminary Proxy Statement with all legal requirements applicable thereto and (ii) respond the SEC as promptly as reasonably practicable after filing and to and resolve all comments received from the SEC or its staff concerning the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its the Company's stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Datedate of this Agreement. The Company will advise Parent promptly notify Parent upon the after receipt of any comments from request by the SEC or any request from the SEC its staff for amendments or supplements to the Proxy Statement, Statement or comments thereon and will, as responses thereto or requests by the SEC or its staff for additional information. The Company will promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence between it and the Company (or its Representatives, on the one hand, ) and the SEC, on the other hand, and all written comments with respect to SEC (or its staff) regarding the Proxy Statement received from or the SEC and advise the other on any oral comments with respect to the Proxy Statement received from the SECMerger. If at any time prior to the Effective Time Company Stockholder Meeting any information relating to Parent or the Company, Parent or any of their respective Affiliatesaffiliates, officers or directors is discovered by the Company (in the case of information relating to the Company or any of its affiliates, officers or directors, is discovered by ) or Parent (in the case of information relating to the Parent or the Company any of its affiliates, officers or directors) which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would (or any other filings) shall not include a misstatement contain an 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 the light of the circumstances under which they were are made, not misleading, the party that which discovers such information shall promptly notify the other parties party, and the Company shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to shall be promptly filed with the SEC and, to the extent required by lawapplicable Law, disseminated to the stockholders of the Company. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Proxy Statement will be made by the Company stockholders. Parent shall promptly provide such information regarding without providing Parent and Merger Sub that a reasonable opportunity to review and comment thereon (and the Company may reasonably request for inclusion in the Proxy Statementshall give reasonable consideration to all reasonable comments suggested by Parent or Merger Sub).

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable practicable, and in no event later than the twenty-first (21st) calendar day, following the date of this Agreement (and in any event no later than twenty (20) Business Days after the date of this Agreement), the Company shall prepare and file cause to be filed with the SEC a proxy statement in preliminary form form, as required by the Exchange Act, relating to the Company Stockholder Meeting (such proxy statement, including together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”). Unless the Company Board (or a committee thereof) shall have effectuated a Company Board Recommendation Change in accordance with Section 5.3, the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. The Company will use its reasonable best efforts shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) with respect to the Proxy Statement or any request from the SEC (ior the staff of the SEC) cause for amendments or supplements to the Proxy Statement, when filedand shall promptly provide Parent with copies of all correspondence relating to the Proxy Statement between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. Each of the parties hereto shall use their commercially reasonable efforts to comply in all material respects with all legal requirements applicable thereto and (ii) respond as promptly as reasonably practicable to and resolve all any comments received from of the SEC (or its the staff concerning of the SEC) with respect to the Proxy Statement. No The Company shall use its commercially reasonable efforts so that the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than ten (10) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement. Prior to filing of, or mailing the Proxy Statement (or any amendment or supplement to, thereto) or responding in writing to any comments of the Proxy Statement, SEC (or response to SEC comments the staff of the SEC) with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing provide Parent and its outside counsel a reasonable opportunity to review and comment thereon, to propose comments on such document or response to the extent permitted by applicable Law and the Company shall consider in good faith all include any such comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, Company may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, without the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent review or Merger Sub, and shall be subject to the right comment of Parent to have its board of directors’ deliberations from and conclusions be accurately described thereinafter any Company Board Recommendation Change. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and will, as promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise the other on any oral comments with respect to the Proxy Statement received from the SEC. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and the Company shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information the Proxy Statement to be promptly filed with the SEC and, to the extent required by law, disseminated to the Company stockholders. Parent shall Stockholders as promptly provide such information regarding Parent and Merger Sub that as permitted by applicable Law following the Company may reasonably request for inclusion in the Proxy Statementfiling thereof.

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (and but in any no event no later than twenty fifteen (2015) Business Days after the date of this Agreement)hereof, provided the Company has received all information referred to in the next sentence, the Company shall prepare and file the preliminary Proxy Statement with the SEC a proxy statement in preliminary form relating SEC. Parent shall promptly furnish all information concerning itself and its affiliates that is required to be included, or is reasonably requested by 42 the Company Stockholder Meeting (such proxy statementfor inclusion, including any amendment or supplement thereto, in the “Proxy Statement”). The Company will shall use its reasonable best efforts to (i) cause respond to any comments of the Proxy Statement, when filedSEC or its staff, to comply in all material respects clear the preliminary Proxy Statement with all legal requirements applicable thereto and (ii) respond the SEC as promptly as reasonably practicable after filing and to and resolve all comments received from the SEC or its staff concerning the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its the Company’s stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Datedate of this Agreement. The Company will advise Parent promptly notify Parent upon the after receipt of any comments from request by the SEC or any request from the SEC its staff for amendments or supplements to the Proxy Statement, Statement or comments thereon and will, as responses thereto or requests by the SEC or its staff for additional information. The Company will promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence between it and the Company (or its Representatives, on the one hand, ) and the SEC, on the other hand, and all written comments with respect to SEC (or its staff) regarding the Proxy Statement received from or the SEC and advise the other on any oral comments with respect to the Proxy Statement received from the SECMerger. If at any time prior to the Effective Time Company Stockholder Meeting any information relating to Parent or the Company, Parent or any of their respective Affiliatesaffiliates, officers or directors is discovered by the Company (in the case of information relating to the Company or any of its affiliates, officers or directors, is discovered by ) or Parent (in the case of information relating to the Parent or the Company any of its affiliates, officers or directors) which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would (or any other filings) shall not include a misstatement contain an 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 the light of the circumstances under which they were are made, not misleading, the party that which discovers such information shall promptly notify the other parties party, and the Company shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to shall be promptly filed with the SEC and, to the extent required by lawapplicable Law, disseminated to the stockholders of the Company. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Proxy Statement will be made by the Company stockholders. Parent shall promptly provide such information regarding without providing Parent and Merger Sub that a reasonable opportunity to review and comment thereon (and the Company may reasonably request for inclusion in the Proxy Statementshall give reasonable consideration to all reasonable comments suggested by Parent or Merger Sub).

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (and practicable, but in any no event no later than twenty (20) Business Days after business days, following the date of this Agreement), the Company shall prepare and file with the SEC a preliminary proxy statement in preliminary form relating to the Company Stockholder Meeting on Schedule 14A (such proxy statement, including together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”), which, unless there has been a Company Adverse Change Recommendation in accordance with Section 5.1, shall include the Company Board Recommendation and (ii) each of Parent and the Company shall prepare and file with the SEC as and when required or requested by the SEC. Parent shall cooperate with the Company in the preparation of the Proxy Statement and shall furnish all information concerning the Parent or Merger Sub and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement. The Company will shall use its reasonable best efforts to (i) cause the Proxy Statement, when filed, Statement to comply in all material respects with all legal requirements applicable thereto and (ii) respond be cleared by the SEC as promptly as reasonably practicable after such filing. Each of Parent and the Company shall furnish all information which is required under applicable Legal Requirements and which the other may reasonably request in connection with such actions and the preparation of the Proxy Statement. Prior to filing or mailing the Proxy Statement or any related documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect to the Proxy Statement, to the extent reasonably practicable, the Company shall provide Parent with an opportunity to review and resolve all comment on such document or response and shall consider in good faith any comments received on such document or response reasonably proposed by Parent. The Company shall notify Parent promptly of the receipt of any comments to the Proxy Statement from the SEC or its staff concerning the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will promptly notify Parent upon the receipt of any comments from request by the SEC or any request from the SEC its staff for amendments or supplements to the Proxy StatementStatement or for additional information, and will, as promptly as practicable after receipt thereof, provide each of Company and Parent will supply the other with copies of all material correspondence between it and its Representatives, on the one hand, such party and the SEC, on the other hand, and all written comments SEC or its staff with respect to the Proxy Statement received from the SEC and advise the other on any oral comments with respect to the Proxy Statement received from the SEC. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered transactions contemplated by Parent or the this Agreement. The Company which should be set forth in an amendment or supplement shall use its reasonable best efforts to the Proxy Statement, so ensure that the Proxy Statement would does not include a misstatement 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 contained therein, in the light of the circumstances under which they were made, not misleading, the other than with respect to statements made based on information supplied in writing by a party that discovers such information shall promptly notify the other parties and than the Company or its Subsidiaries specifically for inclusion therein. Parent shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such ensure that none of the information to be promptly filed with the SEC and, to the extent required by law, disseminated to the Company stockholders. Parent shall promptly provide such information regarding Parent and Merger Sub that the Company may reasonably request it supplies in writing specifically for inclusion in the Proxy StatementStatement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable (and in any event within twenty (20) Business Days) following the date of this Agreement (and in any event no later than twenty (20) Business Days after the date of this Agreement), the Company shall prepare and file cause to be filed with the SEC a proxy statement in preliminary form form, as required by the Exchange Act, relating to the Company Stockholder Meeting (such proxy statement, including together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”). The Company will use its reasonable best efforts to (i) cause the Proxy Statement, when filed, to comply in all material respects with all legal requirements applicable thereto and (ii) respond Except as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement. No filing of, or amendment or supplement tocontemplated by Section 6.02, the Proxy Statement, or response to SEC comments with respect thereto, will be made by Statement shall include the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only Recommendation with respect to such information relating to Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described thereinMerger. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) with respect to the Proxy Statement or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and will, as shall promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence between it the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand, and all written . Each of the parties hereto shall respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. The Company shall cause the Proxy Statement received from to comply as to form in all respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and shall cause the definitive Proxy Statement to be filed as promptly as reasonably practicable after the resolution of any comments of the SEC and advise (or the other on any oral comments staff of the SEC) with respect to the preliminary Proxy Statement received from (which resolution will be deemed to occur if the SEC has not affirmatively notified the Company prior to the end of the tenth (10th) calendar day after filing the preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement) and to be mailed to the Company’s stockholders as of the record date established for the Company Stockholder Meeting as promptly as reasonably practicable after the date the definitive Proxy Statement is filed with the SEC. If at any time prior Prior to filing or mailing the Effective Time any information relating to Parent or the Company, Proxy Statement (or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement thereto) or responding to any comments of the Proxy StatementSEC (or the staff of the SEC) with respect thereto, so the Company shall provide Parent a reasonable opportunity to review such document or response; provided, however, that the Company may amend or supplement the Proxy Statement would not include a misstatement without the review or comment of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and the Company shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, Parent solely to the extent required by lawto effect an Adverse Recommendation Change, disseminated pursuant to the Company stockholders. Parent shall promptly provide such information regarding Parent and Merger Sub that the Company may reasonably request for inclusion in the Proxy Statementaccordance with Section 6.02.

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (and in any no event no later than twenty (20) Business Days after the date of this Agreement), the Company shall shall, with the cooperation of Parent, prepare and file the preliminary Proxy Statement with the SEC; provided that the Company shall not be in breach of this Agreement in the event that a delay in the filing of the preliminary Proxy Statement with the SEC a proxy statement in preliminary form relating shall have resulted from Parent’s failure to supply the Company Stockholder Meeting (such proxy statementwith any information to be included in the Proxy Statement. Parent shall reasonably cooperate with the Company in the preparation of the Proxy Statement, including by providing the Company with any amendment information regarding Parent or supplement thereto, Merger Sub that is reasonably required to be included in the “Proxy Statement”). The Company will shall use its reasonable best efforts to (i) respond to any comments of the SEC or its staff, to clear the preliminary Proxy Statement with the SEC as promptly as practicable after filing and to cause the Proxy Statement, when filed, Statement to comply in all material respects with all legal requirements applicable thereto and (ii) respond be mailed to the Company’s stockholders as promptly as reasonably practicable after responding to and resolve all such comments received from to the satisfaction of the SEC. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff concerning for amendments or supplements to the Proxy StatementStatement or comments thereon and responses thereto or requests by the SEC or its staff for additional information. The Company will promptly provide Parent with copies of all correspondence between the Company (or its Representatives) and the SEC (or its staff) regarding the Proxy Statement or the Merger. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Proxy Statement, or response to SEC comments with respect thereto, Statement will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheldCompany, conditioned or delayed) and without providing Parent and its outside counsel Merger Sub a reasonable opportunity to review and comment thereon, thereon (and the Company shall consider in good faith give reasonable consideration to all reasonable comments reasonably proposed suggested by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend Merger Sub or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and will, as promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise the other on any oral comments with respect to the Proxy Statement received from the SECtheir counsel). If at any time prior to the Effective Time Company Stockholder Meeting there shall occur any information relating event that is required to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and the Company shall use as promptly as reasonably practicable prepare and mail to its reasonable best efforts to cause stockholders such an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by law, disseminated to the Company stockholders. Parent shall promptly provide such information regarding Parent and Merger Sub that the Company may reasonably request for inclusion in the Proxy Statementsupplement.

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable (and in any event within twenty (20) Business Days) following the date of this Agreement (and in any event no later than twenty (20) Business Days after the date of this Agreement), the Company shall use reasonable best efforts to prepare and file cause to be filed with the SEC a proxy statement in preliminary form form, as required by the Exchange Act, relating to the Company Stockholder Meeting (such proxy statement, including together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”)) and the Company and Parent shall jointly prepare and file a Schedule 13E-3 with the SEC. Except as contemplated by Section 6.02, the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. The Proxy Statement shall include all material disclosure relating to the Special Committee Financial Advisor as required by Applicable Law. The Company will shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) with respect to the Proxy Statement or Schedule 13E-3 or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement or Schedule 13E-3, and shall promptly provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. Each of the parties hereto shall use its their commercially reasonable best efforts to (i) cause the Proxy Statement, when filed, to comply in all material respects with all legal requirements applicable thereto and (ii) respond as promptly as reasonably practicable to and resolve all any comments received from of the SEC (or the staff of the SEC) with respect to the Proxy Statement or Schedule 13E-3. The Company shall use its staff concerning commercially reasonable efforts so that the Proxy Statement and Schedule 13E-3 will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than ten (10) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement. No Prior to filing of, or mailing the Proxy Statement or Schedule 13E-3 (or any amendment or supplement to, thereto) or responding to any comments of the Proxy Statement, SEC (or response to SEC comments the staff of the SEC) with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing provide Parent and its outside counsel a reasonable opportunity to review and comment thereon, to propose comments on such document or response to the extent permitted by Applicable Law and the Company shall consider in good faith all include any such comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, Company may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, without the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent review or Merger Sub, and shall be subject to the right comment of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and will, as promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise the other on any oral comments with respect to the Proxy Statement received from the SEC. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light event of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and the Company shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by law, disseminated to the Company stockholders. Parent shall promptly provide such information regarding Parent and Merger Sub that the Company may reasonably request for inclusion in the Proxy StatementAdverse Recommendation Change.

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (and in any event no later than twenty (20) Business Days after the date of this Agreement), the Company shall prepare and file cause to be filed with the SEC a proxy statement the Proxy Statement in preliminary form relating form, with respect to the Company Stockholder Meeting (such proxy statement, including any amendment or supplement thereto, Meeting. Parent and Merger Sub shall cooperate with the “Proxy Statement”). The Company will use its reasonable best efforts to (i) cause and furnish all information concerning Parent and Merger Sub as the Proxy Statement, when filed, to comply Company may reasonably request in all material respects connection with all legal requirements applicable thereto and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning preparation of the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the The Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to notify Parent or Merger Sub, and shall be subject to the right of Parent to have its board of directors’ deliberations and conclusions be accurately described therein. The Company will cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. The Company will promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, Statement or for additional information and will, as promptly as practicable after receipt thereof, shall provide Parent with (i) copies of all material written correspondence or (ii) a summary of all oral communications, in each case between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written to Parent as promptly as practicable. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect to the Proxy Statement received from the SEC and advise the other on any oral comments with respect to cause the Proxy Statement received from in definitive form to be mailed or otherwise made available to the SECCompany’s stockholders as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC for release to the Company’s stockholders. If If, at any time prior to the Effective Time Company Stockholder Meeting, any information relating to Parent or the Company, Parent, Merger Sub or any of their respective Affiliatesaffiliates, officers or directors, is directors should be discovered by Parent or the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, Statement so that the Proxy Statement would shall not include a misstatement 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 the light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and the Company shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to shall be promptly filed with the SEC as promptly as practicable and, to the extent required by lawapplicable Law, disseminated to the Company stockholders. Parent shall promptly provide such information regarding Parent and Merger Sub that stockholders of the Company may reasonably request for inclusion in the Proxy StatementCompany.

Proxy Statement; Company Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (and in any event no later than twenty fifteen (2015) Business Days after the date of this Agreement, if practicable), the Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Company Stockholder Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company will use its reasonable best efforts to (i) cause the Proxy Statement, when filed, to comply in all material respects with all legal requirements applicable thereto and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its outside counsel a reasonable opportunity to review and comment thereon, and the Company shall consider in good faith all comments reasonably proposed by Parent; provided, however, that the Company, in connection with a Change of Board Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such changechange without the prior review or approval of Parent. The Company will use its reasonable best efforts to (i) cause the Proxy Statement, when filed, to comply in all material respects with all legal requirements applicable thereto and in such event, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the right of approval set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent SEC or Merger Sub, and shall be subject to its staff concerning the right of Parent to have its board of directors’ deliberations and conclusions be accurately described thereinProxy Statement. The Company will cause the Proxy Statement to be first mailed to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date (and in any event within four (4) Business Days of the Proxy Statement Clearance Date, if practicable). The Company will promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and will, as promptly as practicable after receipt thereof, provide Parent with copies of all material correspondence relating to the Proxy Statement between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise the other on Parent of any oral comments with respect to the Proxy Statement received from the SEC. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and the Company shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the Company stockholders. Parent shall promptly provide such information regarding Parent and Merger Sub that the Company may reasonably request for inclusion in the Proxy Statement.