Common use of Special Meeting and Proxy Statement Clause in Contracts

Special Meeting and Proxy Statement. If required by Applicable Law in order to consummate the Merger, the Company, acting through the Post-Acceptance Board, shall, in accordance with Applicable Law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting"), as promptly as practicable following the acceptance for payment and purchase of Shares by Newco pursuant to the Offer, for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, and use its best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement; (y) to cause a definitive proxy or information statement, including any amendment or supplement thereto (the "Proxy Statement"), to be mailed to its stockholders, provided, that the Company (i) will promptly notify Parent of its receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements of the Proxy Statement or for additional information; (ii) will promptly provide 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, with respect to the Proxy Statement or the Merger and (iii) will not amend or supplement the Proxy Statement without first consulting with Parent and its counsel; and (z) to obtain the necessary approvals of the Merger and this Agreement by its stockholders to the extent required by the DGCL; (iii) prepare and revise the Proxy Statement so that, at the date mailed to Company stockholders and at the time of the Special Meeting, the Proxy Statement will (x) 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 that the statements made therein, in light of the circumstances under which they are made, are not misleading (except that the Company shall not be responsible under this clause (iii) with respect to statements made therein based on information supplied by Parent or Newco expressly for inclusion in the Proxy Statement), and (y) comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; (iv) subject to the fiduciary obligations of the Company Board under applicable law as advised in writing by counsel to the Company Board, include in the Proxy Statement the recommendation of such Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (v) without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to Section 2.9(a)(i) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Alternative Transaction or (ii) any withdrawal or modification by the Company Board of its approval or recommendation of the Offer, this Agreement or the Merger.

Special Meeting and Proxy Statement. If required by Applicable Law (a) As promptly as reasonably practicable, but in order to consummate no event later than fifteen (15) business days after the Mergerexecution of this Agreement, the Company, acting through the Post-Acceptance Board, Company shall, with the assistance and cooperation of the Buyer, prepare and file with the SEC under the Exchange Act, preliminary proxy materials (and shall thereafter, as promptly as is reasonably practicable, so file any definitive proxy materials) for the purpose of soliciting proxies from the Company Shareholders to vote in accordance with Applicable Law: (i) duly call, give notice of, convene and hold favor of approval of the transactions contemplated by this Agreement at a special meeting of its stockholders Company Shareholders to be called and held for such purpose (the "Special Meeting"). Such proxy materials, together with any accompanying letter to shareholders, notice of meeting and form of proxy, shall be referred to herein as promptly as practicable following the acceptance for payment and purchase of Shares by Newco pursuant to the Offer, for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, and use its best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement; (y) to cause a definitive proxy or information statement, including any amendment or supplement thereto (the "Proxy Statement"). The Company shall provide to the Buyer (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement prior to filing such with the SEC, to be mailed to its stockholders, provided, that and shall provide the Buyer with a copy of all such filings made with the SEC. The Company (i) will shall notify the Buyer promptly notify Parent of its upon the receipt of any comments from the SEC or its staff and of any request by in connection with the SEC filing of, or its staff for amendments or supplements to, the Proxy Statement. The Company, with the assistance and cooperation of the Buyer, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use its commercially reasonable efforts to resolve as promptly as practicable all SEC comments to the satisfaction of the SEC. (b) On the first business day following the resolution to the satisfaction of the SEC of all SEC comments on the Proxy Statement (or the expiration of the ten-day period under Rule 14a-6(a) under the Exchange Act, if no SEC comments are received by such date), the Company shall authorize its agents to print and distribute the Proxy Statement to the Company Shareholders and, pursuant thereto, shall call the Special Meeting in accordance with the Washington Business Corporation Act and other applicable Washington laws (the "Washington Law") and solicit proxies from Company Shareholders to vote in favor of the approval of the transactions contemplated by this Agreement at the Special Meeting. The Company shall schedule the Special Meeting on a date that is no later than thirty (30) calendar days after the date the Proxy Statement is first mailed to the Company Shareholders and shall hold the Special Meeting on such date unless delayed by the need to circulated amended or supplemental proxy materials or other matters. (c) The Company shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of Washington Law, its articles of incorporation and bylaws and any applicable regulations of the Nasdaq National Market (collectively, the "Proxy Rules") in the preparation, filing and distribution of the Proxy Statement or for additional information; (ii) will promptly provide Parent with copies Statement, the solicitation of all correspondence between the Company or any of its representatives, on the one handproxies thereunder, and the SEC or its staffcalling and holding of the Special Meeting. Without limiting the foregoing, on the other hand, with respect Company shall use commercially reasonable efforts to ensure that the Proxy Statement or the Merger and (iii) will not amend or supplement the Proxy Statement without first consulting with Parent and its counsel; and (z) to obtain the necessary approvals does not, as of the Merger date on which it is distributed to Company Shareholders, and this Agreement by its stockholders to the extent required by the DGCL; (iii) prepare and revise the Proxy Statement so that, at as of the date mailed to Company stockholders and at the time of the Special Meeting, the Proxy Statement will (x) not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order that to make the statements made thereinmade, in light of the circumstances under which they are were made, are not misleading (except provided that the Company shall not be responsible under this clause (iii) with respect to statements made therein based on for the accuracy or completeness of any information supplied furnished by Parent or Newco expressly the Buyer in writing for inclusion in the Proxy Statement), and (y) comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder;. (ivd) subject to the fiduciary obligations The Company, acting through its Board of the Company Board under applicable law as advised in writing by counsel to the Company BoardDirectors, shall include in the Proxy Statement the recommendation of such its Board of Directors that stockholders of the Company Shareholders vote in favor of the approval of the Merger and the adoption of transactions contemplated by this Agreement; and, and shall not withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Buyer, such recommendation and shall otherwise use its commercially reasonable efforts to obtain the requisite stockholder approval, except in the event that the Board of Directors by a majority vote, after consultation with its outside legal counsel, determines in good faith that its fiduciary duties under applicable law prohibit or restrict the Company from fulfilling any of the foregoing obligations. (ve) without limiting the generality of the foregoingThe Company covenants that no Seller shall, the Company agrees that its obligations pursuant to Section 2.9(a)(i) shall not be affected by directly or indirectly, through any officer, director, agent or otherwise, (i) solicit, initiate or encourage submission of proposals or offers from any person relating to any acquisition or purchase, directly or indirectly, of all or a material portion of the commencementAssets (an "Acquisition Proposal"), public proposal, public disclosure or communication to the Company of any Alternative Transaction or (ii) participate in any withdrawal discussions or modification negotiations regarding, or furnish to any other person, any non-public information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to make an Acquisition Proposal, except in the event that the Board of Directors, by a majority vote after consultation with outside legal counsel, determines in good faith that its fiduciary duties under applicable law prohibit or restrict the Company from fulfilling any of the foregoing obligations. As promptly as practicable after the receipt of an Acquisition Proposal from any person, the Company shall provide Buyer with oral and written notice of the material terms and conditions of such Acquisition Proposal and the identity of the person making such Acquisition Proposal. The Company shall provide Buyer with forty-eight (48) hours prior notice of any meeting of its Board of Directors at which its approval or recommendation Board of Directors is reasonably expected to discuss the Offer, this Agreement or the Mergerapplication of its fiduciary duties and to consider any Acquisition Proposal.

Special Meeting and Proxy Statement. If required by Applicable Law in order to consummate the Merger, the Company, acting through the Post-Acceptance Board, shall, in accordance with Applicable Law: : (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting"), as promptly as practicable following the acceptance for payment and purchase of Shares by Newco pursuant to the Offer, for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; ; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, and use its best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement; (y) to cause a definitive proxy or information statement, including any amendment or supplement thereto (the "Proxy Statement"), to be mailed to its stockholders, provided, that the Company (i) will promptly notify Parent of its receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements of the Proxy Statement or for additional information; (ii) will promptly provide 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, with respect to the Proxy Statement or the Merger and (iii) will not amend or supplement the Proxy 7 11 Statement without first consulting with Parent and its counsel; and (z) to obtain the necessary approvals of the Merger and this Agreement by its stockholders to the extent required by the DGCL; ; (iii) prepare and revise the Proxy Statement so that, at the date mailed to Company stockholders and at the time of the Special Meeting, the Proxy Statement will (x) 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 that the statements made therein, in light of the circumstances under which they are made, are not misleading (except that the Company shall not be responsible under this clause (iii) with respect to statements made therein based on information supplied by Parent or Newco expressly for inclusion in the Proxy Statement), and (y) comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; ; (iv) subject to the fiduciary obligations of the Company Board under applicable law as advised in writing by counsel to the Company Board, include in the Proxy Statement the recommendation of such Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and and (v) without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to Section 2.9(a)(i) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Alternative Transaction or (ii) any withdrawal or modification by the Company Board of its approval or recommendation of the Offer, this Agreement or the Merger.

Special Meeting and Proxy Statement. If required by Applicable Law in ----------------------------------- order to consummate the Merger, the Company, acting through the Post-Acceptance Board, shall, in accordance with Applicable Law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders shareholders (the "Special Meeting"), as promptly as practicable following --------------- the acceptance for payment and purchase of Shares by Newco pursuant to the Offer, for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, and use its best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement; , (y) to cause a definitive proxy or information statement, including any amendment or supplement thereto (the "Proxy ----- Statement"), to be mailed to its stockholdersshareholders, provided, that the Company (i1) --------- -------- will promptly notify Parent of its receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements of the Proxy Statement or for additional information; (ii2) will promptly provide 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, with respect to the Proxy Statement or the Merger and (iii3) will not amend or supplement the Proxy Statement without first consulting with and obtaining the approval of Parent and its counsel; , and (z) to obtain the necessary approvals of the Merger and this Agreement by its stockholders shareholders to the extent required by the DGCLCGCL; (iii) prepare and revise the Proxy Statement so that, at the date mailed to Company stockholders shareholders and at the time of the Special Meeting, the Proxy Statement will (x) 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 that the statements made therein, in light of the circumstances under which they are made, are not misleading (except that the Company shall not be responsible under this clause (iii) with respect to statements made therein based on information supplied by Parent or Newco expressly for inclusion in the Proxy Statement), and (y) comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; (iv) subject to the fiduciary obligations of the Company Board under applicable law Applicable Law as advised in writing by counsel to the Company Board, include in the Proxy Statement the recommendation of such Board that stockholders shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (v) without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to Section 2.9(a)(i) shall not be affected by (i1) the commencement, public proposal, public disclosure or communication to the Company of any Alternative Transaction (as hereinafter defined) or (ii2) any withdrawal or modification by the Company Board of its approval or recommendation of the Offer, Merger or this Agreement or the MergerAgreement.