Common use of Shareholder Meeting; Proxy Statement Clause in Contracts

Shareholder Meeting; Proxy Statement. (a) The Company, Parent and Acquiror shall use their respective reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Exchange Act, the Securities Act and any other federal securities laws, and under any applicable state securities or blue sky Laws in connection with the Merger and the other transactions contemplated hereby. (b) The Company shall duly provide notice to each record holder of the outstanding Company Shares, and shall duly hold a meeting of its Shareholders as promptly as practicable for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholder Meeting”), and the Company shall use its reasonable best efforts to have the Company Proxy Statement cleared by the SEC and to hold the Company Shareholder Meeting as soon as practicable after the date on which the Company Proxy Statement is cleared by the SEC. Parent and the Acquiror shall use their reasonable best efforts to have the Company Proxy Statement cleared by the SEC. (c) In connection with the Merger and the Company Shareholder Meeting, the Company shall prepare and file with the SEC, as promptly as practicable, a proxy statement relating to the Company Shareholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Company Proxy Statement”) and shall use its reasonable best efforts to respond to the comments of the SEC and to cause the Company Proxy Statement to be mailed to the Company Shareholders as promptly as practicable; provided, however, that prior to the filing of the Company Proxy Statement, the Company shall consult with Parent and the Acquiror with respect to such filings and shall afford Parent and the Acquiror reasonable opportunity to comment thereon. Parent and the Acquiror shall provide the Company with any information for inclusion in the Company Proxy Statement which may be required under applicable Law and which is reasonably requested by the Company. The Company shall promptly notify Parent and the Acquiror of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Company Proxy Statement or for additional information, and will promptly supply Parent and the Acquiror with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or members of its staff, on the other hand with respect to the Company Proxy Statement or the Merger. If at any time prior to the Company Shareholder Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company will prepare and mail such amendment or supplement; provided, however, that prior to such mailing, the Company shall consult with Parent and the Acquiror with respect to such amendment or supplement and shall afford Parent and the Acquiror reasonable opportunity to comment thereon. The Company will notify Parent and the Acquiror at least 48 hours prior to the mailing of the Company Proxy Statement or any amendment or supplement thereto to the Company Shareholders. Subject to the provisions of Section 6.2, the Company Recommendation, together with a copy of the opinion referred to in Section 4.15(b), shall be included in the Company Proxy Statement. (d) The Company represents and warrants that the Company Proxy Statement will, as of the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company Shareholders and as of the time of the Company Shareholder Meeting, 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 not misleading. The Company Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Company Proxy Statement based on information supplied by Parent or the Acquiror for inclusion or incorporation by reference therein. (e) Parent and the Acquiror represent and warrant that the information supplied or to be supplied by Parent and the Acquiror in writing expressly for inclusion or incorporation by reference in the Company Proxy Statement will, as of the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company Shareholders, and as of the time of the Company Shareholder Meeting, 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. Notwithstanding the foregoing, Parent and the Acquiror make no representation or warranty with respect to any statements made or incorporated by reference in the Company Proxy Statement based on information supplied by Company for inclusion or incorporation by reference therein.

Shareholder Meeting; Proxy Statement. (a) The Company shall, as soon as practicable following execution of this Agreement, (i) call a special meeting of its shareholders in order to, among other things, approve the Transactions and approve an increase in the authorized number of shares of its Common Stock to 275,000,000 shares (the "Shareholders Meeting") and (ii) hire a proxy solicitation firm that is reasonably satisfactory to the Investors to solicit votes from the Company's shareholders in favor of the Transactions. Once the Shareholders Meeting has been called, Parent and Acquiror shall use their respective reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Exchange ActCompany's shareholders have been given notice thereof, the Securities Act Company shall not postpone or adjourn the Shareholders Meeting (other than for the absence of a quorum in person or by proxy) without the written consent of the Investors. The Board will declare that any action contemplated by any of the Transaction Documents that would require the approval of the Company's shareholders under applicable Law is advisable and any other federal securities lawsrecommend approval of the same by the Company's shareholders, will not withdraw or modify such recommendation and shall take all Lawful action to solicit and secure such approval; provided, however, that the Board may fail to make, or may withdraw or modify, such recommendation, but only to the extent that the disinterested members of the Board shall have determined in good faith, based upon the written advice of outside counsel, that their fiduciary duties to the Company's shareholders under any applicable state securities or blue sky Laws in connection with Law require them to advise the Merger and Company's shareholders against approving the other transactions contemplated herebyTransactions. (b) The In connection with the Shareholders Meeting, the Company shall duly provide notice prepare and deliver to each record holder of the outstanding Company SharesInvestor, and shall duly hold a meeting of its Shareholders as promptly as practicable for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholder Meeting”), and the Company shall use its reasonable best efforts to have the Company Proxy Statement cleared by the SEC and to hold the Company Shareholder Meeting as soon as reasonably practicable after the date on which hereof, a draft of a proxy statement (the "Proxy Statement"). Thereafter, the Investors and the Company Proxy Statement is cleared by the SEC. Parent and the Acquiror each shall use their reasonable best efforts to have cooperate fully to make such changes to the Proxy Statement as are reasonably requested by the Investors or otherwise appropriate, file the Proxy Statement with the Commission as soon as practicable and respond promptly to any Commission comments; provided, that the Company shall not file the Proxy Statement cleared by with the SECCommission, respond to any Commission comments or have any communications with the Commission concerning the Proxy Statement without the prior consent of the Investors. Upon filing the final, definitive Proxy Statement with the Commission, the Company shall promptly mail such Proxy Statement to its shareholders. (c) In connection with At the Merger and the Company Shareholder Shareholders Meeting, the Company Investors shall prepare and file with the SEC, as promptly as practicable, a proxy statement relating to the Company Shareholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Company Proxy Statement”) and shall use its reasonable best efforts to respond to the comments vote all of their shares of Participating Preferred Stock in favor of the SEC Transactions having all the terms and to cause the Company Proxy Statement to be mailed to the Company Shareholders as promptly as practicable; provided, however, that prior to the filing of the Company Proxy Statement, the Company shall consult with Parent and the Acquiror with respect to such filings and shall afford Parent and the Acquiror reasonable opportunity to comment thereon. Parent and the Acquiror shall provide the Company with any information for inclusion in the Company Proxy Statement which may be required under applicable Law and which is reasonably requested by the Company. The Company shall promptly notify Parent and the Acquiror of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Company Proxy Statement or for additional information, and will promptly supply Parent and the Acquiror with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or members of its staff, on the other hand with respect to the Company Proxy Statement or the Merger. If at any time prior to the Company Shareholder Meeting any event should occur which is required by applicable Law to be conditions set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company will prepare and mail such amendment or supplement; provided, however, that prior to such mailing, the Company shall consult with Parent and the Acquiror with respect to such amendment or supplement and shall afford Parent and the Acquiror reasonable opportunity to comment thereon. The Company will notify Parent and the Acquiror at least 48 hours prior to the mailing of the Company Proxy Statement or any amendment or supplement thereto to the Company Shareholders. Subject to the provisions of Section 6.2, the Company Recommendation, together with a copy of the opinion referred to in Section 4.15(b), shall be included in the Company Proxy Statementherein. (d) The Company represents and warrants that the Company Proxy Statement will, as of the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company Shareholders and as of the time of the Company Shareholder Meeting, 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 not misleading. The Company Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Company Proxy Statement based on information supplied by Parent or the Acquiror for inclusion or incorporation by reference therein. (e) Parent and the Acquiror represent and warrant that the information supplied or to be supplied by Parent and the Acquiror in writing expressly for inclusion or incorporation by reference in the Company Proxy Statement will, as of the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company Shareholders, and as of the time of the Company Shareholder Meeting, 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. Notwithstanding the foregoing, Parent and the Acquiror make no representation or warranty with respect to any statements made or incorporated by reference in the Company Proxy Statement based on information supplied by Company for inclusion or incorporation by reference therein.

Shareholder Meeting; Proxy Statement. (a) The Company, Parent and Acquiror GNAC shall use their respective reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Exchange Act, the Securities Act and any other federal securities laws, and under any applicable state securities or blue sky Laws all action necessary in connection accordance with the Merger Applicable Law and the other transactions contemplated hereby. (b) The Company shall GNAC’s Articles of Incorporation and Bylaws to duly provide call, give notice to each record holder of of, convene and hold the outstanding Company Shares, and shall duly hold a meeting of its Shareholders Shareholder Meeting as promptly as practicable for after the purpose date hereof in order to obtain the GNAC Shareholder Approval. The Special Committee shall, subject to its fiduciary obligations to GNAC’s shareholders (other than the Interested Shareholders) under Applicable Law, taking into account the advice of obtaining counsel, (i) recommend to the Company Shareholder Approval shareholders of GNAC that they vote in favor of the adoption and approval of all matters necessary to effectuate the Transaction, (the “Company Shareholder Meeting”), and the Company shall ii) use its reasonable best efforts to have solicit from the Company Proxy Statement cleared by shareholders of GNAC proxies in favor of such adoption and approval, and (iii) take all other action reasonably necessary to secure the SEC and to hold the Company GNAC Shareholder Meeting as soon Approval. (b) As promptly as practicable after the date on which hereof, GNAC shall prepare, shall file with the Company Proxy Statement is cleared by SEC under the SEC. Parent and the Acquiror Exchange Act, shall use their all reasonable best efforts to have the Company Proxy Statement cleared by the SEC. (c) In connection with the Merger , and the Company Shareholder Meeting, the Company promptly thereafter shall prepare and file with the SEC, as promptly as practicablemail to its shareholders, a proxy statement relating with respect to the Company Shareholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the Special Meeting. The term “Company Proxy Statement”) , as used herein, means such proxy statement and shall use its reasonable best efforts to respond all related proxy materials and all amendments and supplements thereto, if any. Except to the comments extent otherwise determined in good faith by the Special Committee in the exercise of its fiduciary duties, taking into account the advice of counsel, the Proxy Statement shall contain the recommendation of the SEC and to cause the Company Proxy Statement to be mailed to the Company Shareholders as promptly as practicable; provided, however, Special Committee that prior to the filing shareholders of GNAC vote in favor of the Company Proxy Statement, adoption and approval of all matters necessary to effectuate the Company Transaction. GNAC shall consult with Parent and the Acquiror with respect to such filings and shall afford Parent and the Acquiror reasonable opportunity to comment thereon. Parent and the Acquiror shall provide the Company with any information for inclusion in the Company Proxy Statement which may be required under applicable Law and which is reasonably requested by the Company. The Company shall notify Sxxxxxxxx promptly notify Parent and the Acquiror of the receipt of any comments of the SEC and of on, or any request from the SEC requests for amendments or supplements to to, the Company Proxy Statement or for additional informationby the SEC, and will promptly GNAC shall supply Parent and the Acquiror Sxxxxxxxx with copies of all correspondence between the Company or any of it and its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand other, with respect to the Company Proxy Statement or Statement. GNAC, after consultation with Sxxxxxxxx, shall use its reasonable best efforts to respond promptly to any comments made by the Merger. If at any time prior SEC with respect to the Company Shareholder Meeting any event should occur which is required by applicable Law to be set forth Proxy Statement. GNAC and Sxxxxxxxx shall cooperate with each other in an amendment of, or a supplement to, preparing the Company Proxy Statement, and GNAC and Sxxxxxxxx shall each use its reasonable best efforts to obtain and furnish the Company will prepare and mail such amendment or supplement; provided, however, that prior information required to such mailing, the Company shall consult with Parent and the Acquiror with respect to such amendment or supplement and shall afford Parent and the Acquiror reasonable opportunity to comment thereon. The Company will notify Parent and the Acquiror at least 48 hours prior to the mailing of the Company Proxy Statement or any amendment or supplement thereto to the Company Shareholders. Subject to the provisions of Section 6.2, the Company Recommendation, together with a copy of the opinion referred to in Section 4.15(b), shall be included in the Company Proxy Statement. (d) The Company represents . GNAC and warrants that Sxxxxxxxx each agrees promptly to correct any information provided by it for use in the Company Proxy Statement willif and to the extent that such information shall have become false or misleading in any material respect, and GNAC further agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated promptly to holders of shares of the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed Common Stock, in each case as and to the Company Shareholders and as of the time of the Company Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein not misleading. The Company Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Company Proxy Statement based on information supplied by Parent or the Acquiror for inclusion or incorporation by reference thereinApplicable Law. (e) Parent and the Acquiror represent and warrant that the information supplied or to be supplied by Parent and the Acquiror in writing expressly for inclusion or incorporation by reference in the Company Proxy Statement will, as of the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company Shareholders, and as of the time of the Company Shareholder Meeting, 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. Notwithstanding the foregoing, Parent and the Acquiror make no representation or warranty with respect to any statements made or incorporated by reference in the Company Proxy Statement based on information supplied by Company for inclusion or incorporation by reference therein.

Shareholder Meeting; Proxy Statement. (a) The Company, Parent and Acquiror GNAC shall use their respective reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Exchange Act, the Securities Act and any other federal securities laws, and under any applicable state securities or blue sky Laws all action necessary in connection accordance with the Merger Applicable Law and the other transactions contemplated hereby. (b) The Company shall GNAC’s Articles of Incorporation and Bylaws to duly provide call, give notice to each record holder of of, convene and hold the outstanding Company Shares, and shall duly hold a meeting of its Shareholders Shareholder Meeting as promptly as practicable for after the purpose date hereof in order to obtain the GNAC Shareholder Approval. The Special Committee shall, subject to its fiduciary obligations to GNAC’s shareholders (other than the Interested Shareholders) under Applicable Law, taking into account the advice of obtaining counsel, (i) recommend to the Company Shareholder Approval shareholders of GNAC that they vote in favor of the adoption and approval of all matters necessary to effectuate the Transaction, (the “Company Shareholder Meeting”), and the Company shall ii) use its reasonable best efforts to have solicit from the Company Proxy Statement cleared by shareholders of GNAC proxies in favor of such adoption and approval, and (iii) take all other action reasonably necessary to secure the SEC and to hold the Company GNAC Shareholder Meeting as soon Approval. (b) As promptly as practicable after the date on which hereof, GNAC shall prepare, shall file with the Company Proxy Statement is cleared by SEC under the SEC. Parent and the Acquiror Exchange Act, shall use their all reasonable best efforts to have the Company Proxy Statement cleared by the SEC. (c) In connection with the Merger , and the Company Shareholder Meeting, the Company promptly thereafter shall prepare and file with the SEC, as promptly as practicablemail to its shareholders, a proxy statement relating with respect to the Company Shareholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the Special Meeting. The term “Company Proxy Statement”) , as used herein, means such proxy statement and shall use its reasonable best efforts to respond all related proxy materials and all amendments and supplements thereto, if any. Except to the comments extent otherwise determined in good faith by the Special Committee in the exercise of its fiduciary duties, taking into account the advice of counsel, the Proxy Statement shall contain the recommendation of the SEC and to cause the Company Proxy Statement to be mailed to the Company Shareholders as promptly as practicable; provided, however, Special Committee that prior to the filing shareholders of GNAC vote in favor of the Company Proxy Statement, adoption and approval of all matters necessary to effectuate the Company Transaction. GNAC shall consult with Parent and the Acquiror with respect to such filings and shall afford Parent and the Acquiror reasonable opportunity to comment thereon. Parent and the Acquiror shall provide the Company with any information for inclusion in the Company Proxy Statement which may be required under applicable Law and which is reasonably requested by the Company. The Company shall notify Rxxx LLC promptly notify Parent and the Acquiror of the receipt of any comments of the SEC and of on, or any request from the SEC requests for amendments or supplements to to, the Company Proxy Statement or for additional informationby the SEC, and will promptly GNAC shall supply Parent and the Acquiror Rxxx LLC with copies of all correspondence between the Company or any of it and its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand other, with respect to the Company Proxy Statement or Statement. GNAC, after consultation with Rxxx LLC, shall use its reasonable best efforts to respond promptly to any comments made by the Merger. If at any time prior SEC with respect to the Company Shareholder Meeting any event should occur which is required by applicable Law to be set forth Proxy Statement. GNAC and Rxxx LLC shall cooperate with each other in an amendment of, or a supplement to, preparing the Company Proxy Statement, and GNAC and Rxxx LLC shall each use its reasonable best efforts to obtain and furnish the Company will prepare and mail such amendment or supplement; provided, however, that prior information required to such mailing, the Company shall consult with Parent and the Acquiror with respect to such amendment or supplement and shall afford Parent and the Acquiror reasonable opportunity to comment thereon. The Company will notify Parent and the Acquiror at least 48 hours prior to the mailing of the Company Proxy Statement or any amendment or supplement thereto to the Company Shareholders. Subject to the provisions of Section 6.2, the Company Recommendation, together with a copy of the opinion referred to in Section 4.15(b), shall be included in the Company Proxy Statement. (d) The Company represents . GNAC and warrants that Rxxx LLC each agrees promptly to correct any information provided by it for use in the Company Proxy Statement willif and to the extent that such information shall have become false or misleading in any material respect, and GNAC further agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated promptly to holders of shares of the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed Common Stock, in each case as and to the Company Shareholders and as of the time of the Company Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein not misleading. The Company Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Company Proxy Statement based on information supplied by Parent or the Acquiror for inclusion or incorporation by reference thereinApplicable Law. (e) Parent and the Acquiror represent and warrant that the information supplied or to be supplied by Parent and the Acquiror in writing expressly for inclusion or incorporation by reference in the Company Proxy Statement will, as of the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company Shareholders, and as of the time of the Company Shareholder Meeting, 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. Notwithstanding the foregoing, Parent and the Acquiror make no representation or warranty with respect to any statements made or incorporated by reference in the Company Proxy Statement based on information supplied by Company for inclusion or incorporation by reference therein.

Shareholder Meeting; Proxy Statement. (a) The Company, Parent and Acquiror GNAC shall use their respective reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Exchange Act, the Securities Act and any other federal securities laws, and under any applicable state securities or blue sky Laws all action necessary in connection accordance with the Merger Applicable Law and the other transactions contemplated hereby. (b) The Company shall GNAC’s Articles of Incorporation and Bylaws to duly provide call, give notice to each record holder of of, convene and hold the outstanding Company Shares, and shall duly hold a meeting of its Shareholders Shareholder Meeting as promptly as practicable for after the purpose date hereof in order to obtain the GNAC Shareholder Approval. The Special Committee shall, subject to its fiduciary obligations to GNAC’s shareholders (other than Interested Shareholders) under Applicable Law, taking into account the advice of obtaining counsel, (i) recommend to the Company Shareholder Approval shareholders of GNAC that they vote in favor of the adoption and approval of all matters necessary to effectuate the Transaction, (the “Company Shareholder Meeting”), and the Company shall ii) use its reasonable best efforts to have solicit from the Company Proxy Statement cleared by shareholders of GNAC proxies in favor of such adoption and approval, and (iii) take all other action reasonably necessary to secure the SEC and to hold the Company GNAC Shareholder Meeting as soon Approval. (b) As promptly as practicable after the date on which hereof, GNAC shall prepare, shall file with the Company Proxy Statement is cleared by SEC under the SEC. Parent and the Acquiror Exchange Act, shall use their all reasonable best efforts to have the Company Proxy Statement cleared by the SEC. (c) In connection with the Merger , and the Company Shareholder Meeting, the Company promptly thereafter shall prepare and file with the SEC, as promptly as practicablemail to its shareholders, a proxy statement relating with respect to the Company Shareholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the Special Meeting. The term “Company Proxy Statement”) , as used herein, means such proxy statement and shall use its reasonable best efforts to respond all related proxy materials and all amendments and supplements thereto, if any. Except to the comments extent otherwise determined in good faith by the Special Committee in the exercise of its fiduciary duties, taking into account the advice of counsel, the Proxy Statement shall contain the recommendation of the SEC and to cause the Company Proxy Statement to be mailed to the Company Shareholders as promptly as practicable; provided, however, Special Committee that prior to the filing shareholders of GNAC vote in favor of the Company Proxy Statement, adoption and approval of all matters necessary to effectuate the Company Transaction. GNAC shall consult with Parent and the Acquiror with respect to such filings and shall afford Parent and the Acquiror reasonable opportunity to comment thereon. Parent and the Acquiror shall provide the Company with any information for inclusion in the Company Proxy Statement which may be required under applicable Law and which is reasonably requested by the Company. The Company shall notify GMSP promptly notify Parent and the Acquiror of the receipt of any comments of the SEC and of on, or any request from the SEC requests for amendments or supplements to to, the Company Proxy Statement or for additional informationby the SEC, and will promptly GNAC shall supply Parent and the Acquiror GMSP with copies of all correspondence between the Company or any of it and its Representativesrepresentatives, on the one hand, and the SEC or members of its staff, on the other hand other, with respect to the Company Proxy Statement or Statement. GNAC, after consultation with GMSP, shall use its reasonable best efforts to respond promptly to any comments made by the Merger. If at any time prior SEC with respect to the Company Shareholder Meeting any event should occur which is required by applicable Law to be set forth Proxy Statement. GNAC and GMSP shall cooperate with each other in an amendment of, or a supplement to, preparing the Company Proxy Statement, and GNAC and GMSP shall each use its reasonable best efforts to obtain and furnish the Company will prepare and mail such amendment or supplement; provided, however, that prior information required to such mailing, the Company shall consult with Parent and the Acquiror with respect to such amendment or supplement and shall afford Parent and the Acquiror reasonable opportunity to comment thereon. The Company will notify Parent and the Acquiror at least 48 hours prior to the mailing of the Company Proxy Statement or any amendment or supplement thereto to the Company Shareholders. Subject to the provisions of Section 6.2, the Company Recommendation, together with a copy of the opinion referred to in Section 4.15(b), shall be included in the Company Proxy Statement. (d) The Company represents . GNAC and warrants that GMSP each agrees promptly to correct any information provided by it for use in the Company Proxy Statement willif and to the extent that such information shall have become false or misleading in any material respect, and GNAC further agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated promptly to holders of shares of the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed Common Stock, in each case as and to the Company Shareholders and as of the time of the Company Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein not misleading. The Company Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Company Proxy Statement based on information supplied by Parent or the Acquiror for inclusion or incorporation by reference thereinApplicable Law. (e) Parent and the Acquiror represent and warrant that the information supplied or to be supplied by Parent and the Acquiror in writing expressly for inclusion or incorporation by reference in the Company Proxy Statement will, as of the time the Company Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company Shareholders, and as of the time of the Company Shareholder Meeting, 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. Notwithstanding the foregoing, Parent and the Acquiror make no representation or warranty with respect to any statements made or incorporated by reference in the Company Proxy Statement based on information supplied by Company for inclusion or incorporation by reference therein.