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

Proxy Statement; Company Stockholder Meeting. (a) The Company shall prepare and cause to be filed with the SEC, as promptly as practicable after the date of this Agreement, and in any event within 20 Business Days after the date of this Agreement, in preliminary form, a proxy statement relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless withdrawn in accordance with Section 5.4(c), the Company Board Recommendation with respect to the Merger shall be included in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and any Company Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall use commercially reasonable efforts to respond to any comments on the Proxy Statement or requests for additional information from the SEC (or the staff of the SEC) as promptly as practicable after receipt of any such comments or requests. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response (which comments shall be provided promptly and be considered in good faith).

Proxy Statement; Company Stockholder Meeting. (a) The Subject to Section 5.4 and Parent’s timely performance of its obligations under Section 5.3(c), the Company shall prepare and cause to be filed with the SECshall, as promptly as reasonably practicable after the date of this Agreement, (and in any event within 20 ten (10) Business Days Days) after the date of this Agreementhereof, in preliminary form, prepare and file with the SEC a proxy statement relating to the Company Stockholder Meeting in preliminary form (together with any amendments collectively, as amended or supplements theretosupplemented, the “Proxy Statement”) that will be provided to the Company’s stockholders in connection with the solicitation of proxies for use at the meeting of the Company’s stockholders called to vote upon the Merger and other Transactions (the “Company Stockholders Meeting”). Unless withdrawn in accordance Parent and its counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with Section 5.4(c)the SEC, and the Company Board Recommendation with respect shall give reasonable and good faith consideration to the Merger shall be included in the Proxy Statementany comments made by Parent and its counsel. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and any Company its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand, and the Company agrees to provide Parent and its counsel a reasonable opportunity to comment on and respond thereto, and to give reasonable and good faith consideration to any such comments made by Parent and its counsel prior to responding to any comments or requests of the SEC or its staff. The Company shall use commercially its reasonable best efforts to respond to any comments on the Proxy Statement or requests for additional information from the SEC (or the staff of the SEC) as promptly as reasonably practicable after receipt of any such comments or requests. Prior and to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to resolve any comments of the SEC (or the staff of the SEC) with respect thereto, to the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response (which comments shall be provided promptly and be considered in good faith)Proxy Statement.

Proxy Statement; Company Stockholder Meeting. (a) The Company shall prepare and cause to be filed with the SEC, as a. As promptly as practicable after following the date of this Agreement, and in any event within 20 twenty (20) Business Days after following the date of this Agreement, the Company shall prepare and cause to be filed with the SEC in preliminary form, form a proxy statement relating to the Company Stockholder Meeting (as defined herein) (together with any amendments or supplements thereto, the “Proxy Statement”). Unless withdrawn in accordance with Except as contemplated by Section 5.4(c)5.4, the Proxy Statement shall include the Company Board Recommendation with respect to the Merger shall be included in the Proxy StatementMerger. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and any Company its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company Each of the parties hereto shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments on the Proxy Statement or requests for additional information from of the SEC (or the staff of the SEC) with respect to the Proxy Statement. The Company shall use commercially reasonable efforts so that the Proxy Statement will comply as promptly as practicable after receipt to form in all material respects with the provisions of any such comments or requeststhe Exchange Act and the rules and regulations promulgated thereunder. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response (which comments shall be provided promptly and be considered in good faith; provided that the Company shall be under no obligation to incorporate such comments).