Common use of Proxy Statement; Information Supplied Clause in Contracts

Proxy Statement; Information Supplied. (a) If the approval of this Agreement by the Company’s shareholders is required by applicable Law, the Company, Buyer and Merger Sub shall, as promptly as practicable following the Offer Closing, jointly prepare and file with the SEC a preliminary Proxy Statement. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after such filing. Each of the Company, Buyer and Merger Sub shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Buyer upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Buyer with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Each of the Company and Buyer shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Buyer a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response or any amendment to such document), (ii) shall provide Buyer with the opportunity to participate in any discussions with the SEC or its staff regarding any such comments, and (iii) shall include in such document or response all comments reasonably proposed by Buyer. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company, Buyer or any of their respective Affiliates, officers or directors should be discovered by the Company or Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. (b) If the approval of this Agreement by the Company’s shareholders is required by applicable Law, the Company shall, as promptly as reasonably practicable following the Offer Closing (or, with respect to calling, giving notice of, convening and holding a meeting of its shareholders, as soon as reasonably practicable following the expiration of the time period contemplated by Rule 14a-6(a) under the Exchange Act or the resolution of any comments from the SEC), establish a record date (which will be as promptly as reasonably practicable following the Offer Closing) for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”), for the purpose of obtaining the Company Shareholder Approval. The notice of such Company Shareholders Meeting shall state that a resolution to approve this Agreement will be considered at the Company Shareholders Meeting, together with any other matter requiring a vote of the Company’s shareholders under applicable Law. The Board of Directors of the Company shall recommend to shareholders of the Company that they approve this Agreement, and shall include such recommendation in the Proxy Statement. Notwithstanding the foregoing, if, following the Offer and any subsequent offering period and the exercise, if any, of the Top-Up Option, Buyer and its Subsidiaries shall own at least 90% of the outstanding shares of Company Shares, the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any Company Shares held by Buyer or any Subsidiary of Buyer, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Company Shareholders Meeting in accordance with the GBCC. (c) At the Company Shareholders Meeting, if any, Buyer agrees to cause all Company Shares acquired pursuant to the Offer and all other Company Shares owned by Buyer or any Subsidiary of Buyer to be voted in favor of the Merger.

Proxy Statement; Information Supplied. (a) If As promptly as reasonably practicable after the approval execution of this Agreement by the Company’s shareholders is required by applicable LawAgreement, the Company, Buyer and Merger Sub shall, as promptly as practicable following the Offer Closing, jointly Company shall prepare and file with the SEC a preliminary the Proxy Statement. Subject to Section 6.4(e), the Company shall include in the Proxy Statement the Company Board Recommendation. The Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement and all amendments and supplements thereto. The Company shall use respond to any comments of the SEC or its reasonable best efforts to staff as promptly as possible after the receipt thereof and shall cause the definitive Proxy Statement to be mailed to its stockholders at the Company’s shareholders as promptly as earliest practicable time after the resolution of any such filing. Each of the Company, Buyer and Merger Sub shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statementcomments. The Company shall notify Parent promptly notify Buyer upon the receipt of any comments from the SEC or its staff or any other government officials and of any request from by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall provide Buyer supply Parent with copies of all correspondence between it and the Company or any of its Representativesrepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Each of the The Company and Buyer shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to cause all documents that it is responsible for filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Buyer a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response or any amendment to such document), (ii) shall provide Buyer with the opportunity to participate in any discussions with the SEC or its staff regarding other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law. Whenever any such comments, and (iii) shall include in such document or response all comments reasonably proposed by Buyer. If, at any time prior event occurs which is required to the Company Shareholders Meeting, any information relating to the Company, Buyer or any of their respective Affiliates, officers or directors should be discovered by the Company or Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so the Company or Parent, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding the foregoing, the Company shall not file with the SEC or mail to its stockholders the Proxy Statement, any amendment thereto, any other soliciting material or any such other documents without providing Parent a reasonable opportunity to review and comment on such documents and shall include in such documents comments reasonably proposed by Parent. (b) The Company agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by it or its subsidiaries for inclusion or incorporation by reference in the Proxy Statement does not will, at the date of mailing to the Company's stockholders and at the time of the Stockholders Meeting or the date of any amendment thereof or supplement thereto, 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 are were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders . Each of the Company. (b) If the approval of this Agreement , Parent and Merger Sub agree to correct any information provided by the Company’s shareholders is required by applicable Law, the Company shall, as promptly as reasonably practicable following the Offer Closing (or, with respect to calling, giving notice of, convening and holding a meeting of its shareholders, as soon as reasonably practicable following the expiration of the time period contemplated by Rule 14a-6(a) under the Exchange Act or the resolution of any comments from the SEC), establish a record date (which will be as promptly as reasonably practicable following the Offer Closing) for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”), it for the purpose of obtaining the Company Shareholder Approval. The notice of such Company Shareholders Meeting shall state that a resolution to approve this Agreement will be considered at the Company Shareholders Meeting, together with any other matter requiring a vote of the Company’s shareholders under applicable Law. The Board of Directors of the Company shall recommend to shareholders of the Company that they approve this Agreement, and shall include such recommendation inclusion in the Proxy Statement. Notwithstanding the foregoing, if, following the Offer and any subsequent offering period and the exercise, if any, of the Top-Up Option, Buyer and its Subsidiaries Statement which shall own at least 90% of the outstanding shares of Company Shares, the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any Company Shares held by Buyer have become false or any Subsidiary of Buyer, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Company Shareholders Meeting in accordance with the GBCCmisleading. (c) At the Company Shareholders Meeting, if any, Buyer agrees to cause all Company Shares acquired pursuant to the Offer and all other Company Shares owned by Buyer or any Subsidiary of Buyer to be voted in favor of the Merger.

Proxy Statement; Information Supplied. (a) If As promptly as reasonably practicable after the approval execution of this Agreement by the Company’s shareholders is required by applicable LawAgreement, the Company, Buyer and Merger Sub shall, as promptly as practicable following the Offer Closing, jointly Company shall prepare and file with the SEC a preliminary the Proxy Statement. Subject to Section 6.4(e), the Company shall include in the Proxy Statement the Company Board Recommendation. The Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement and all amendments and supplements thereto. The Company shall use respond to any comments of the SEC or its reasonable best efforts to staff as promptly as possible after the receipt thereof and shall cause the definitive Proxy Statement to be mailed to its stockholders at the Company’s shareholders as promptly as earliest practicable time after the resolution of any such filing. Each of the Company, Buyer and Merger Sub shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statementcomments. The Company shall notify Parent promptly notify Buyer upon the receipt of any comments from the SEC or its staff or any other government officials and of any request from by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall provide Buyer supply Parent with copies of all correspondence between it and the Company or any of its Representativesrepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Each of the The Company and Buyer shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to cause all documents that it is responsible for filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Buyer a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response or any amendment to such document), (ii) shall provide Buyer with the opportunity to participate in any discussions with the SEC or its staff regarding other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law. Whenever any such comments, and (iii) shall include in such document or response all comments reasonably proposed by Buyer. If, at any time prior event occurs which is required to the Company Shareholders Meeting, any information relating to the Company, Buyer or any of their respective Affiliates, officers or directors should be discovered by the Company or Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so the Company or Parent, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding the foregoing, the Company shall not file with the SEC or mail to its stockholders the Proxy Statement, any amendment thereto, any other soliciting material or any such other documents without providing Parent a reasonable opportunity to review and comment on such documents and shall include in such documents comments reasonably proposed by Parent. (b) The Company agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by it or its subsidiaries for inclusion or incorporation by reference in the Proxy Statement does not will, at the date of mailing to the Company’s stockholders and at the time of the Stockholders Meeting or the date of any amendment thereof or supplement thereto, 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 are were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders . Each of the Company. (b) If the approval of this Agreement , Parent and Merger Sub agree to correct any information provided by the Company’s shareholders is required by applicable Law, the Company shall, as promptly as reasonably practicable following the Offer Closing (or, with respect to calling, giving notice of, convening and holding a meeting of its shareholders, as soon as reasonably practicable following the expiration of the time period contemplated by Rule 14a-6(a) under the Exchange Act or the resolution of any comments from the SEC), establish a record date (which will be as promptly as reasonably practicable following the Offer Closing) for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”), it for the purpose of obtaining the Company Shareholder Approval. The notice of such Company Shareholders Meeting shall state that a resolution to approve this Agreement will be considered at the Company Shareholders Meeting, together with any other matter requiring a vote of the Company’s shareholders under applicable Law. The Board of Directors of the Company shall recommend to shareholders of the Company that they approve this Agreement, and shall include such recommendation inclusion in the Proxy Statement. Notwithstanding the foregoing, if, following the Offer and any subsequent offering period and the exercise, if any, of the Top-Up Option, Buyer and its Subsidiaries Statement which shall own at least 90% of the outstanding shares of Company Shares, the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any Company Shares held by Buyer have become false or any Subsidiary of Buyer, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Company Shareholders Meeting in accordance with the GBCCmisleading. (c) At the Company Shareholders Meeting, if any, Buyer agrees to cause all Company Shares acquired pursuant to the Offer and all other Company Shares owned by Buyer or any Subsidiary of Buyer to be voted in favor of the Merger.