Common use of Proxy Statement; Information Supplied Clause in Contracts

Proxy Statement; Information Supplied. (a) As promptly as reasonably practicable after the execution of this Agreement, the Company shall prepare and file with the SEC 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 respond to any comments of the SEC or its staff as promptly as possible after the receipt thereof and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between the Company or any of its representatives, 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. The Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, 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.

Proxy Statement; Information Supplied. (a) As 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 reasonably practicable after following the execution of this AgreementOffer Closing, the Company shall jointly prepare and file with the SEC the a preliminary 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 respond use its reasonable best efforts to any comments of the SEC or its staff as promptly as possible after the receipt thereof and shall cause the definitive Proxy Statement to be mailed to its stockholders at the earliest Company’s shareholders as promptly as practicable time after such filing. Each of the resolution 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 any such commentsthe Proxy Statement. The Company shall promptly notify Parent promptly Buyer upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply Parent provide Buyer with copies of all correspondence between the Company or any of it and 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. The Each of the Company and Buyer shall use its commercially reasonable best efforts to cause all documents that it is responsible for 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 other regulatory authorities under this Section 6.2 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 comply in all material respects with all applicable requirements the Company Shareholders Meeting, any information relating to the Company, Buyer or any of Law. Whenever any event occurs their respective Affiliates, officers or directors should be discovered by the Company or Buyer which is required to should be set forth in an amendment or supplement to the Proxy Statement, so that the Company Proxy Statement does not contain any untrue statement of a material fact or Parentomit to state any material fact required to be stated therein or necessary in order to make the statements therein, as in light of the case may becircumstances under which they are made, not misleading, the party that discovers such information shall promptly inform notify the other of parties hereto, and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be filed with the SEC or its staff or any other government officialsand, and/or mailing to stockholders the extent required by applicable Law, disseminated to the shareholders 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.