Common use of SEC Comments Clause in Contracts

SEC Comments. The 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 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 written 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, the Schedule 13E-3 or the transactions contemplated by this Agreement. Prior to filing or mailing the Proxy Statement or filing the Schedule 13E-3 or 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 a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent. As promptly as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement, the Company shall mail the Proxy Statement and all other proxy materials to the holders of Company Shares and, if necessary in order to comply with applicable securities Laws, 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, after consultation with Parent, will use its reasonable best efforts to shall respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement and/or the Schedule 13E-3. The Company will advise Parent, promptly (and in any event within three (3) Business Days) 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 written 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, the Schedule 13E-3 or the transactions contemplated by this Agreement. 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 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 and its counsel have had a reasonable opportunity to review and comment propose comments on such document or response and shall include in such document or response (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 SEC confirms that it has no further comments on to the Proxy Statement and the Schedule 13E-3 and Proxy Statement13E-3, the Company shall mail the Proxy Statement and all other proxy materials to the holders of Company Shares and, if necessary in order to comply with applicable securities Laws, 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, after consultation with Parent, will use its reasonable best efforts to shall respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement 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 written correspondence between the Company or any of the Company its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy 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 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 and its counsel have had a reasonable opportunity to review and comment propose comments on such document or response and shall include in such document or response (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 SEC confirms that it has no further comments on to the Proxy Statement and the Schedule 13E-3 and Proxy Statement13E-3, the Company shall mail the Proxy Statement and all other proxy materials to the holders of Company Shares and, if necessary in order to comply with applicable securities Laws, 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, after consultation with Parent, will use its reasonable best efforts to shall respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement 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 written 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, the Schedule 13E-3 or the transactions contemplated by this Agreement. 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 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 and its counsel have had a reasonable opportunity to review and comment propose comments on such document or response and shall include in such document or response (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 SEC confirms that it has no further comments on to the Proxy Statement and the Schedule 13E-3 and Proxy Statement13E-3, the Company shall mail the Proxy Statement and all other proxy materials to the holders of Company Shares and, if necessary in order to comply with applicable securities Laws, 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.