Common use of Proxy Statement; Stockholder Approval Clause in Contracts

Proxy Statement; Stockholder Approval. The Company shall prepare and file, as promptly as practicable (but in no event later than 15 calendar days after the date hereof) with the SEC a preliminary proxy statement in connection with a meeting of the Company’s stockholders to obtain the Stockholder Approval, and shall use its reasonable best efforts to have such proxy statement (the “Proxy Statement”) receive clearance from the SEC as promptly as practicable after filing. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after (and no later than three Business Days after) clearance thereof. The Company shall notify the Investors promptly of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the Investors with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to the Stockholders’ Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company shall consult with the Investors prior to filing and mailing the Proxy Statement, or any amendment or supplement thereto, and provide the Investors with a reasonable opportunity to comment thereon. Subject to Section 3.3, the Board Recommendation shall be included in the Proxy Statement. The Proxy Statement will 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 Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement has received clearance by the SEC, but in no event later than 60 calendar days after such clearance, to vote on a proposal (the “Stockholder Proposal”) to approve the issuance of the Warrants and the Warrant Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (such meeting, the “Stockholders’ Meeting”). Subject to Section 3.3, the Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation other than as permitted by Section 3.3(d). The Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Proposal, subject to Section 3.3.

Proxy Statement; Stockholder Approval. The Company (a) As promptly as reasonably practicable and in any event not later than the twenty days following the date hereof, CIMA shall prepare and file, as promptly as practicable (but in no event later than 15 calendar days after the date hereof) file with the SEC a preliminary the proxy statement in connection with a meeting of materials relating to the Company’s stockholders to obtain the Stockholder ApprovalCIMA Meeting (such proxy statement, and shall use its reasonable best efforts to have such proxy statement (any amendments or supplements thereto, the “"Proxy Statement”) receive clearance from the SEC as promptly as practicable after filing"). The Company shall use its reasonable best efforts Cephalon agrees to respond to any comments of the SEC or its staff cooperate, and to cause the definitive Proxy Statement its Subsidiaries to be mailed to the Company’s stockholders as promptly as practicable after (and no later than three Business Days after) clearance thereof. The Company shall notify the Investors promptly of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the Investors with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other handcooperate, with respect to CIMA, its counsel and its accountants, in the preparation of the Proxy Statement. If at any time prior to the Stockholders’ Meeting there CIMA shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company shall consult with the Investors prior to filing and mailing the Proxy Statement, or any amendment or supplement thereto, and provide the Investors Cephalon with a reasonable opportunity to review and comment thereon. Subject to Section 3.3, the Board Recommendation shall be included in on the Proxy StatementStatement prior to filing such with the SEC, and will promptly provide Cephalon with a copy of all such filings made with the SEC. The Proxy Statement will 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 Proxy Statement will shall comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company CIMA shall duly take use reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the date hereof. CIMA shall, as promptly as practicable after receipt thereof, provide Cephalon copies of any written comments and advise the Cephalon of any oral comments with respect to the Proxy Statement received from the SEC. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will promptly provide Cephalon with a copy of all lawful action such filings made with the SEC. CIMA shall mail the Proxy Statement to call, give notice of, convene and hold a meeting of its stockholders as promptly soon as reasonably practicable after the Proxy Statement has received clearance shall have been cleared by the SEC; provided, but however, that CIMA shall consult and cooperate with Cephalon in no event later than 60 calendar days after such clearance, to vote on a proposal (determining the “Stockholder Proposal”) to approve appropriate time for mailing the issuance Proxy Statement in light of the Warrants date set for the CIMA Meeting. Each of Cephalon and MergerCo shall furnish all information concerning it and the Warrant Shares for purposes holders of Section 312.03 its capital stock as CIMA may reasonably request in connection with such actions and the preparation of the NYSE Listed Company Manual (such meeting, the “Stockholders’ Meeting”). Subject to Section 3.3, the Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation other than as permitted by Section 3.3(d). The Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Proposal, subject to Section 3.3Proxy Statement.

Proxy Statement; Stockholder Approval. (a) The Company shall prepare and filefile with the SEC, subject to the prior review of Parent, as promptly as reasonably practicable (but in no event later than 15 calendar days after the date hereof) with the SEC , a preliminary proxy statement in connection with a meeting of the Company’s stockholders to obtain the Stockholder Approval, and shall use its reasonable best efforts to have such proxy statement Proxy Statement (the “Preliminary Proxy Statement”) receive clearance from relating to the SEC Merger as promptly as practicable after filingrequired by the Exchange Act. The Company shall use its reasonable best efforts obtain and furnish the information required to respond to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments of that may be received from the SEC or its staff and with respect thereto, shall, subject to the prior review of Parent, respond as promptly as reasonably practicable to any such comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly soon as reasonably practicable after the resolution of any such comments and shall use its reasonable best efforts (and no later than three Business Days aftersubject to the right to make a Recommendation Change in accordance with Section 5.02) clearance thereof. The Company shall notify to obtain the Investors promptly necessary approval of the receipt of any comments from the SEC or Merger by its staff with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the Investors with copies of all correspondence between the Company or any of its representativesstockholders. If, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to the Stockholders’ Meeting there shall occur Special Meeting, any event that is required information relating to the Company, Parent, Merger Sub, any of their respective Affiliates, this Agreement or the transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company shall consult with the Investors prior to filing and mailing so that the Proxy Statement, or any amendment or supplement thereto, and provide the Investors with a reasonable opportunity to comment thereon. Subject to Section 3.3, the Board Recommendation Statement shall be included in the Proxy Statement. The Proxy Statement will 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 Proxy Statement will comply as , the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be prepared by the Company and subject to form in all material respects review and approval by Parent (which approval shall not be unreasonably withheld) filed with the requirements SEC, and to the extent required by applicable Law, disseminated to the stockholders of the Exchange Act and the rules and regulations thereunderCompany. The Company shall duly take all lawful action to callExcept as Section 5.02 expressly permits, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement has received clearance by shall include the SEC, but in no event later than 60 calendar days after such clearance, to vote on a proposal (the “Stockholder Proposal”) to approve the issuance recommendation of the Warrants and the Warrant Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (such meeting, the “Stockholders’ Meeting”). Subject to Section 3.3, the Board of Directors shall recommend of the Company that the stockholders adopt the agreement of merger (as such term is used in Section 251 of the Corporation Law) set forth in this Agreement. Parent shall, upon request, furnish to the Company’s Company all information concerning itself, its Subsidiaries, directors, officers and stockholders that and such stockholders approve other matters as may be reasonably necessary or advisable in connection with the Stockholder Proposal (the “Board Recommendation”)Proxy Statement or any other statement, and shall not modify filing, notice or withdraw such Board Recommendation other than as permitted application made by Section 3.3(d). The Company shall use its reasonable best efforts to solicit proxies in favor or on behalf of the Stockholder Proposal, subject Company or any of their respective Subsidiaries to Section 3.3any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.

Proxy Statement; Stockholder Approval. The Company shall prepare and file, (a) As soon as promptly as reasonably practicable (but and in no event later than 15 calendar forty (40) days after the date hereof) ), the Company shall prepare and file the Proxy Statement in preliminary form with the SEC SEC; provided that the Company shall provide Parent and its counsel a preliminary proxy statement in connection with a meeting of reasonable opportunity to review the Company’s stockholders proposed preliminary Proxy Statement in advance of filing and consider in good faith any comments reasonably proposed by Parent and its counsel. Subject to obtain Section 6.03, the Stockholder Approval, Proxy Statement shall include (and shall use its reasonable best efforts to have such proxy statement (not subsequently withdraw or modify) the “Proxy Statement”) receive clearance from the SEC as promptly as practicable after filingCompany Board Recommendation. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the definitive Proxy Statement to be mailed to the Company’s its stockholders as promptly as practicable after (following clearance of the Proxy Statement by the SEC. Parent and no later than three Business Days after) clearance thereofMerger Subsidiary shall furnish to the Company all information concerning Parent and Merger Subsidiary as may be reasonably required by the Company in connection with the Proxy Statement. Each of the Company, Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its stockholders, in each case as and to the extent required by Applicable Law. The Company shall notify the Investors (a) as promptly of the as practicable after receipt thereof, provide Parent and its counsel with copies of any comments from the SEC or written comments, and advise Parent and its staff counsel of any oral comments, with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the Investors with copies of all correspondence between the Company (or any of its representatives, on the one hand, and amendment or supplement thereto) received from the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to the Stockholders’ Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare (b) provide Parent and mail to its stockholders such an amendment or supplement. The Company shall consult with the Investors prior to filing and mailing the Proxy Statement, or any amendment or supplement thereto, and provide the Investors with counsel a reasonable opportunity to comment thereon. Subject to Section 3.3, the Board Recommendation shall be included in the Proxy Statement. The Proxy Statement will 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 Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement has received clearance by the SEC, but in no event later than 60 calendar days after such clearance, to vote on a proposal (the “Stockholder Proposal”) to approve the issuance of the Warrants and the Warrant Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (such meeting, the “Stockholders’ Meeting”). Subject to Section 3.3, the Board of Directors shall recommend to review the Company’s stockholders that proposed response to such stockholders approve the Stockholder Proposal comments and (the “Board Recommendation”), c) consider in good faith any comments reasonably proposed by Parent and shall not modify or withdraw such Board Recommendation other than as permitted by Section 3.3(d). The Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Proposal, subject to Section 3.3counsel.

Proxy Statement; Stockholder Approval. The Company shall prepare and file, as (a) As promptly as practicable (reasonably practicable, but in no event later than 15 calendar days after days, following the date hereof) of this Agreement the Company will prepare and file a preliminary Proxy Statement with the SEC a preliminary proxy statement SEC. Subject to Section 6.9, the Proxy Statement will include the Company Board Recommendation. Parent will cooperate with the Company in the preparation and filing of the Proxy Statement and will furnish all information concerning it that is reasonably necessary in connection with a meeting the preparation of the Proxy Statement and is reasonably requested by the Company’s stockholders to obtain the Stockholder Approval, and shall . The Company will use its reasonable best efforts to have such proxy statement (the “Proxy Statement”) receive clearance from Statement cleared by the SEC as promptly as reasonably practicable after filing. The such filing and the Company shall will use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders stockholders, in each case as promptly as reasonably practicable after the Company learns that the Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Prior to filing or mailing the Proxy Statement or filing any other required documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will provide Parent with an opportunity to review and no later than three Business Days aftercomment on such document or response (including by participating in any discussions or meetings with the SEC) clearance thereofand will give good faith consideration to any comments made by Parent and its counsel. The Company shall will notify the Investors Parent promptly of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the Investors Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, staff with respect to the Proxy Statement. If at any time prior to Statement or the Stockholders’ Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company shall consult with the Investors prior to filing and mailing the Proxy Statement, or any amendment or supplement thereto, and provide the Investors with a reasonable opportunity to comment thereon. Subject to Section 3.3, the Board Recommendation shall be included in the Proxy Statement. The Proxy Statement will 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 Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement has received clearance by the SEC, but in no event later than 60 calendar days after such clearance, to vote on a proposal (the “Stockholder Proposal”) to approve the issuance of the Warrants and the Warrant Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (such meeting, the “Stockholders’ Meeting”). Subject to Section 3.3, the Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation other than as permitted by Section 3.3(d). The Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Proposal, subject to Section 3.3Transactions.

Proxy Statement; Stockholder Approval. The Company shall prepare and file, as 6.10.1 As promptly as practicable after the date hereof, the Parent shall prepare a preliminary Proxy Statement and, within five (but in no event later than 15 calendar 5) days after the date hereof) hereof Parent shall distribute to Purchaser and its legal counsel a draft of such preliminary Proxy Statement. Parent shall furnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings, and Purchaser shall furnish all information concerning itself that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings. Purchaser and its legal counsel shall be given a reasonable opportunity to review and comments on the preliminary Proxy Statement prior to same being filed with the SEC, and reasonable consideration will be given by Parent to any comments on the draft preliminary Proxy Statement made by Purchaser or its legal counsel. Following consultation with Purchaser, Parent shall file with the SEC a the preliminary proxy statement Proxy Statement in connection with a form and content reasonably satisfactory to Parent and Purchaser, relating to the meeting of the CompanyParent’s stockholders to obtain the Stockholder Approval, and shall use its reasonable best efforts to have such proxy statement (the “Proxy StatementStockholders’ Meeting”) receive clearance from the SEC as promptly as practicable after filing. The Company shall use its reasonable best efforts to respond be held to any comments consider approval and adoption of the SEC or its staff and to cause transactions (the definitive Proxy Statement to be mailed to the Company’s stockholders as “Proposals”) contemplated by this Agreement. Parent shall promptly as practicable after (and no later than three Business Days after) clearance thereof. The Company shall notify the Investors promptly of Purchaser upon the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of or any request by from the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information the Other Filings and will supply the Investors shall promptly provide Purchaser with copies of all correspondence between the Company or any of Parent and its representatives, on the one hand, and the SEC or and its staff, on the other hand, relating solely to Seller or Parent included in the Proxy Statement or the Other Filings. Each of Parent and Purchaser shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy StatementStatement or the Other Filings. If at any time prior Notwithstanding anything to the Stockholders’ Meeting there shall occur any event that is required to be set forth contrary stated in an amendment or supplement to the Proxy Statementthis Section 6.11, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company shall consult with the Investors prior to filing and or mailing the Proxy Statement, Statement or filing the Other Filings (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, and Parent shall provide the Investors with Purchaser a reasonable opportunity to review and comment thereon. Subject on such document or response and will in good faith consider such comments, and to Section 3.3the extent practicable, Parent will provide Purchaser with the Board Recommendation shall be included opportunity to participate in any substantive calls between Parent or any of its representatives and the SEC concerning the Proxy Statement. The Parent shall file the definitive Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required with the SEC and cause the Proxy Statement to be stated therein or necessary in order mailed to make the statements thereinits stockholders of record, in light as of the circumstances under which they are made, not misleading. The Proxy Statement will comply as record date to form in all material respects with be established by the requirements board of directors of the Exchange Act and the rules and regulations thereunder. The Company shall duly take all lawful action to callParent, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement has received clearance by the SEC, (but in no event later than 60 calendar days after such clearancefive (5) Business Days) following the earlier to occur of: (a) in the event the preliminary Proxy Statement is not reviewed by the SEC, to vote on a proposal (the “Stockholder Proposal”) to approve the issuance expiration of the Warrants waiting period in Rule 14a-6(a) under the Securities Exchange Act of 1934, as amended; or (b) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC. The Parent shall call and hold the Stockholders’ Meeting as promptly as practicable for the purpose of voting upon the Proposals, and the Warrant Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (such meeting, the “Stockholders’ Meeting”). Subject to Section 3.3, the Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation other than as permitted by Section 3.3(d). The Company Parent shall use its commercially reasonable best efforts to solicit proxies in favor hold the Stockholders’ Meeting within 20 days following date the Proxy Statement is mailed to the stockholders of the Stockholder Proposal, subject to Section 3.3Parent.

Proxy Statement; Stockholder Approval. The Company shall prepare and file, as promptly (a) As soon as practicable following the date of this Agreement, and in any event within fifteen (but in no event later than 15 calendar days 15) Business Days after the date hereof) , the Company shall file with the SEC a preliminary proxy statement Proxy Statement. Parent shall cooperate with the Company in the preparation of the Proxy Statement, and furnish all information concerning Parent and Sub that is necessary or appropriate in connection with a meeting the preparation of the Company’s stockholders to obtain the Stockholder Approval, and shall use its reasonable best efforts to have such proxy statement (the “Proxy Statement”) receive clearance . The Company will respond promptly to any comments from the SEC as promptly as practicable after filingor the staff of the SEC on the Proxy Statement. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the definitive Proxy Statement to be mailed to the Company’s its stockholders as promptly as practicable after (and no later than three in event within five (5) Business Days afterafter the resolution of any comments from the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (such date, the “Clearance Date”)). No filing of, or amendment or supplement to, or response to staff comments on, the Proxy Statement will be made by the Company, without providing Parent and its counsel a reasonable opportunity to review and comment thereon and giving due consideration to such comments. If at any time prior to the Company Meeting (or any adjournment or postponement thereof) clearance thereofany information relating to the Company or Parent, or any of their respective affiliates, directors or officers, is discovered by the Company or Parent which is required to be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. The Company shall notify the Investors Parent promptly of the receipt of any comments from the SEC or its the staff with respect to of the Proxy Statement SEC and of any request by the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and will shall supply the Investors Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, with respect to the Proxy Statement. If at any time prior to the Stockholders’ Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company shall consult with the Investors prior to filing and mailing the Proxy Statement, or any amendment or supplement thereto, and provide the Investors with a reasonable opportunity to comment thereon. Subject to Section 3.3, the Board Recommendation shall be included in the Proxy Statement. The Proxy Statement will 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 Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement has received clearance by the SEC, but in no event later than 60 calendar days after such clearance, to vote on a proposal (the “Stockholder Proposal”) to approve the issuance of the Warrants and the Warrant Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (such meeting, the “Stockholders’ Meeting”). Subject to Section 3.3, the Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation other than as permitted by Section 3.3(d). The Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Proposal, subject to Section 3.3Transactions.

Proxy Statement; Stockholder Approval. The Company (a) Target shall as soon as practicable following the date of this Agreement prepare and file, as promptly as practicable (but in no event later than 15 calendar days after the date hereof) file with the SEC a preliminary proxy statement with respect to the meeting of the stockholders of Target in connection with a meeting of the Company’s stockholders to obtain Merger (the Stockholder Approval"Proxy Statement"), and shall use its reasonable best efforts to have such proxy statement (the “Proxy Statement”) receive clearance from the SEC as promptly as practicable after filing. The Company Target shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or its staff and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after (and no later than three Business Days after) clearance thereofwith respect thereto. The Company Each Party shall notify the Investors applicable counterparties promptly of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of or any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will shall supply the Investors other with copies of all correspondence between the Company it or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to the Stockholders’ Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare Target will provide Buyer and mail to its stockholders such an amendment or supplement. The Company shall consult with the Investors prior to filing and mailing the Proxy Statement, or any amendment or supplement thereto, and provide the Investors counsel with a reasonable opportunity to review and comment thereonon the Proxy Statement and any supplement or amendment thereof, and Target shall give due regard to such comments. Subject Target agrees that (i) none of the information with respect to Section 3.3, the Board Recommendation shall Target or its Subsidiaries to be included in the Proxy Statement. The Statement will, at the time of the mailing of the Proxy Statement will not or any amendments or supplements thereto, and at the time of the Stockholders Meeting, 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 were made, not misleading. The misleading and (ii) the Proxy Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The Company If at any time prior to receipt of the Requisite Target Vote there shall duly take all lawful action occur any event that should be set forth in an amendment or supplement to callthe Proxy Statement, Target shall promptly inform Buyer and provide Buyer and its counsel with a reasonable opportunity to review and comment on such amendment or supplement and give notice of, convene due regard to such comments and hold a meeting of prepare and mail to its stockholders as promptly as reasonably practicable after such an amendment or supplement. Target shall not file with the SEC or mail any Proxy Statement has received clearance by the SECStatement, but in no event later than 60 calendar days after such clearanceor any amendment or supplement thereto, to vote on a proposal (the “Stockholder Proposal”) to approve the issuance of the Warrants and the Warrant Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (such meeting, the “Stockholders’ Meeting”). Subject to Section 3.3, the Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation other than as permitted by Section 3.3(d). The Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Proposal, subject to Section 3.3which Buyer reasonably objects.

Proxy Statement; Stockholder Approval. (a) The Company shall shall, as soon as practicable following the date of this Agreement, prepare and file, as promptly as practicable (but in no event later than 15 calendar days after the date hereof) file with the SEC a the Proxy Statement in preliminary proxy statement in connection form (provided that Acquisition LLC and its counsel shall be given opportunity to review and comment on the Proxy Statement prior to its filing with a meeting of the Company’s stockholders to obtain the Stockholder ApprovalSEC), and shall use its reasonable best efforts to have such proxy statement (the “Proxy Statement”) receive clearance from the SEC as promptly as practicable after filing. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or its staff with respect thereto; provided, that Acquisition LLC shall cooperate and promptly provide any information about Acquisition LLC to cause be included in the definitive Proxy Statement or as may be reasonably required to be mailed respond to any comment of the Company’s stockholders as promptly as practicable after (and no later than three Business Days after) clearance thereofSEC. The Company shall notify the Investors Acquisition LLC promptly of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will shall supply the Investors Acquisition LLC with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to the date of the Company Stockholders’ ' Meeting (as hereinafter defined) there shall occur any event that is required to should be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its stockholders shareholders such an amendment or supplement. The ; provided, that the Company shall consult with give Acquisition LLC and its counsel the Investors opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to filing and mailing their being filed with or sent to the SEC; provided, further that if there should occur any event to Acquisition LLC that should be set forth in an amendment or supplement to the Proxy Statement, or Acquisition LLC shall promptly notify Company of such event and cooperate and promptly provide any amendment or supplement thereto, and provide the Investors with a reasonable opportunity information reasonably required to comment thereon. Subject to Section 3.3, the Board Recommendation shall be included in such amendment or supplement. After all the Proxy Statement. The Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact comments received from the SEC have been cleared by the SEC staff and all information required to be stated therein or necessary contained in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement has received clearance been included therein by the SECCompany, but in no event later than 60 calendar days after such clearance, to vote on a proposal (the “Stockholder Proposal”) to approve Company shall file with the issuance of SEC the Warrants definitive Proxy Statement and the Warrant Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (such meeting, the “Stockholders’ Meeting”). Subject to Section 3.3, the Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation other than as permitted by Section 3.3(d). The Company shall use its reasonable best efforts to solicit proxies in favor have the Proxy Statement cleared by the SEC as soon thereafter as practicable. The Company shall cause the Proxy Statement to be mailed to record holders of Common Stock as promptly as practicable after clearance by the Stockholder Proposal, subject to Section 3.3SEC.

Proxy Statement; Stockholder Approval. The Company AMI, acting through its Board of Directors, shall, in accordance with applicable law and its Articles of Incorporation and Bylaws: (a) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of A-24 30 voting to approve and adopt this Agreement and shall use its best efforts, except to the extent required in the exercise of the fiduciary duties of the Board of Directors of AMI under applicable law as advised by independent counsel, to obtain such stockholders' approval; and (b) except to the extent required in the exercise of the fiduciary duties of the Board of Directors of AMI under applicable law as advised by independent counsel, recommend approval and adoption of this Agreement by the stockholders of AMI, and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (c) As promptly as practicable, the parties shall prepare and file, as promptly as practicable (but in no event later than 15 calendar days after the date hereof) file with the SEC a preliminary proxy statement in connection Proxy Statement and, after consultation with a meeting of the Company’s stockholders to obtain the Stockholder Approvaleach other, and shall use its reasonable best efforts to have such proxy statement (the “Proxy Statement”) receive clearance from the SEC as promptly as practicable after filing. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff with respect to the preliminary Proxy Statement and to cause the definitive Proxy Statement to be mailed to AMI stockholders. At the Company’s stockholders as promptly as practicable after (stockholders' meeting of AMI, NPB shall vote or cause to be voted in favor of approval and no later than three Business Days after) clearance thereofadoption of this Agreement all shares of AMI Common Stock which it beneficially owns at such time, if any. The Company shall notify the Investors promptly of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the Investors with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to the Stockholders’ Meeting there shall occur Whenever any event that is required to occurs which should be set forth in an amendment or a supplement to the Proxy StatementStatement or any filing required to be made with the SEC, each party will promptly inform the Company shall as promptly as practicable prepare other and mail will cooperate in filing with the SEC and/or mailing to its AMI's stockholders such an amendment or supplement. The Company shall consult with the Investors prior to filing and mailing the Proxy Statement, or any amendment or supplement and all amendments and supplements thereto, shall comply with applicable law and provide the Investors with a reasonable opportunity be in form and substance satisfactory to comment thereonNPB and AMI. Subject to Section 3.3, the Board Recommendation shall be included in the Proxy Statement. The Proxy Statement will 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 Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement has received clearance by the SEC, but in no event later than 60 calendar days after such clearance, to vote on a proposal (the “Stockholder Proposal”) to approve the issuance of the Warrants and the Warrant Shares for purposes of Section 312.03 of the NYSE Listed Company Manual (such meeting, the “Stockholders’ Meeting”). Subject to Section 3.3, the Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation other than as permitted by Section 3.3(d). The Company shall use its reasonable best efforts to solicit proxies in favor of the Stockholder Proposal, subject to Section 3.3.7.5