Common use of SEC Comments Clause in Contracts

SEC Comments. The Company will use its reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly supply Parent with copies of all correspondence between the Company or any of the Company Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. Prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with an opportunity to review and comment on such document or response and will give due consideration to all reasonable comments proposed by Parent. As promptly as practicable after the clearance (which shall include upon expiration of the ten (10) day period after filing in the event the SEC does not review the Proxy Statement) of the Proxy Statement by the SEC (the “SEC Clearance Date”), the Company shall mail the Proxy Statement and all other proxy materials to the holders of shares of Company Common Stock and, if necessary in order to comply with applicable securities Law, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.

SEC Comments. The Company Company, after consultation with Parent, will use its reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly supply Parent with copies of all correspondence between the Company or any of the Company Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. Prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with an a reasonable opportunity to review and comment on such document or response and will give due consideration to all reasonable shall include in such document or response comments reasonably proposed by Parent. As promptly as practicable after the clearance (which shall include upon expiration of the ten (10) -day period after filing in the event the SEC does not review the Proxy Statement) of the Proxy Statement by the SEC (the “SEC Clearance Date”), the Company shall mail the Proxy Statement and all other proxy materials to the holders of shares of Company Common Stock and, if necessary in order to comply with applicable securities LawLaws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.

SEC Comments. The Company Company, after consultation with Parent, will use its reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement. The Company will advise Parent, as promptly as reasonably practicable after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will as promptly as reasonably practicable supply Parent with copies of all correspondence between the Company or any of the Company Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. Prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with an opportunity to review and comment on such document or response and will give due consideration to all reasonable shall consider in good faith for inclusion in such document or response comments reasonably proposed by Parent. As promptly as reasonably practicable after the clearance (which shall include upon expiration of the ten (10) -day period after filing in the event the SEC does not review the Proxy Statement) of the Proxy Statement by the SEC (the “SEC Clearance Date”in any event no more than seven (7) Business Days after such clearance), the Company shall mail the Proxy Statement and all other proxy materials to the holders of shares of Company Common Stock and, if necessary in order to comply with applicable securities LawLaws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.

SEC Comments. The Each of Parent, Merger Sub and the Company will use its reasonable best efforts to resolve and respond to as promptly as practicable to any comments made by the SEC with respect to the Proxy StatementStatement and/or the Schedule 13E-3. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement and/or the Schedule 13E-3 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly supply Parent with copies of all material correspondence between the Company or any of the Company Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement Statement, the Schedule 13E-3 or the transactions contemplated by this Agreement. Prior to filing or mailing the Proxy Statement and filing the Schedule 13E-3 or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with an opportunity to review and comment on such document or response and will give due consideration to all reasonable shall include in such document or response comments reasonably proposed by Parent. As promptly as practicable after the clearance (which shall include upon expiration of the ten (10) day period after filing in the event the SEC does not review the Proxy Statement) of the Proxy Statement by the SEC (the “SEC Clearance Date”), the The Company shall use its reasonable best efforts to mail the Proxy Statement and all other proxy materials to the holders of shares of Company Common Stock and, if Shares as promptly as practicable after having cleared SEC comments on the Proxy Statement and the Schedule 13E-3; provided that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date. If necessary in order to comply with applicable securities LawLaws, after the Proxy Statement shall have been so mailed, the Company shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.

SEC Comments. The Company will use its reasonable best efforts to Company, after consultation with Parent, shall respond as promptly as practicable to any comments made by the SEC with respect to the Proxy StatementStatement and/or the Schedule 13E-3. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement and/or the Schedule 13E-3 or comments thereon and responses thereto or requests by the SEC for additional information and will promptly supply Parent with copies of all correspondence between the Company or any of the Company Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement Statement, the Schedule 13E-3 or the transactions contemplated by this AgreementTransactions. Prior to filing The Company shall not (i) file or mailing mail the Proxy Statement Statement, including any amendments or filing supplements thereto, (ii) file the Schedule 13E-3, including any amendments or supplements thereto, (iii) respond to any comments by the SEC, or (iv) file any other required filings (orfilings, in each case, including any amendment amendments or supplement thereto) or responding to any comments of the SEC with respect supplements thereto, the Company shall provide unless (x) Parent with an and its counsel have had a reasonable opportunity to review and comment propose comments on such document or response and will give due consideration to all reasonable (y) the Company has incorporated those comments reasonably proposed by ParentParent and its counsel into such document or response. As promptly as practicable after the clearance (which shall include upon expiration of the ten (10) day period after filing in the event the SEC does not review the Proxy Statement) of confirms that it has no further comments to the Proxy Statement by and the SEC (the “SEC Clearance Date”)Schedule 13E-3, the Company shall mail the Proxy Statement and all other proxy materials to the holders of shares of Company Common Stock Shares and, if necessary in order to comply with applicable securities LawLaws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.

SEC Comments. The Company will use its reasonable best efforts to Company, after consultation with and with the assistance of the Parent Parties, shall respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Proxy StatementSchedule 13E-3. The Company will advise Parent, as promptly as reasonably practicable after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement Schedule 13E-3 or comments thereon and responses thereto or requests by the SEC for additional information and will as promptly as reasonable practicable supply Parent with copies of all correspondence between the Company or any of the Company Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this AgreementSchedule 13E-3. Prior to filing or mailing The Company shall not (i) mail the Proxy Statement Statement, including any amendments or filing supplements thereto, (ii) file the Schedule 13E-3, including any amendments or supplements thereto, (iii) respond to any comments by the SEC, or (iv) file any other required filings (orfilings, in each case, including any amendment amendments or supplement thereto) or responding to any comments of the SEC with respect supplements thereto, the Company shall provide unless (x) Parent with an and its counsel have had a reasonable opportunity to review and comment propose comments on such document or response and will give due consideration to all reasonable (y) the Company has considered in good faith those comments reasonably proposed by ParentParent and its counsel. As promptly as reasonably practicable after the clearance (which shall include upon expiration of SEC confirms that it has no further comments to the ten (10) day period after filing in the event the SEC does not review the Proxy Statement) of the Proxy Statement by the SEC (the “SEC Clearance Date”)Schedule 13E-3, the Company shall mail the Proxy Statement and all other proxy materials to the holders of shares of Company Common Stock Shares and, if necessary in order to comply with applicable securities LawLaws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.. 50

SEC Comments. The Company Company, after consultation with Parent, will use its reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement. The Company will shall advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly supply Parent with copies of all correspondence between the Company or any of the Company Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. Prior to filing or mailing the Proxy Statement or filing any other required filings or materials relating to the Company Stockholders Meeting (orincluding any “soliciting material” as such term is used in Regulation 14A promulgated under the Exchange Act), in each case, or any amendment or supplement thereto) , or responding to any comments of or otherwise communicating with the SEC with respect thereto, the Company shall provide Parent and its counsel with an a reasonable opportunity to review and comment on such document document, response or response and will other communication, shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent or its counsel and shall include in such document, response or other communication comments reasonably proposed by ParentParent or its counsel. As promptly as practicable after the clearance (which shall include upon expiration of the ten (10) day period after filing in the event the SEC does not review the Proxy Statement) of the Proxy Statement by the SEC (the “SEC Clearance Date”)practicable, the Company shall mail the Proxy Statement and all other proxy materials to the holders of shares of Company Common Stock and, if necessary in order to comply with applicable securities LawLaws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental amended or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.

SEC Comments. The Company Company, after consultation with Parent, will use its reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly supply Parent with copies of all correspondence between the Company or any of the Company Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. Prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with an opportunity to review and comment on such document or response and will give due consideration to all reasonable shall include in such document or response comments reasonably proposed by Parent. As promptly as practicable after the clearance (which shall include upon expiration of the ten ten- (10) day period after filing in the event the SEC does not review the Proxy Statement) of the Proxy Statement by the SEC (the “SEC Clearance Date”), the Company shall mail the Proxy Statement and all other proxy materials to the holders of shares of Company Common Stock and, if necessary in order to comply with applicable securities Law, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.