Common use of Stockholder Approval; Preparation of Proxy Statement Clause in Contracts

Stockholder Approval; Preparation of Proxy Statement. (a) In the event that, following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company shall prepare and file with the SEC the proxy or information statement to be sent to the Company’s stockholders in connection with the Company Special Meeting (the “Proxy Statement”). No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated hereby. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable subsequent to its filing with the SEC. If at any time prior to the Company Special Meeting any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company.

Stockholder Approval; Preparation of Proxy Statement. (a) In If approval of the event thatCompany's stockholders is required by applicable law in order to consummate the Merger, following the acceptance for payment of and payment for Shares by the Purchaser other than pursuant to the Offer, Section 253 of DGCL, Parent and the DGCL is inapplicable Company shall, as soon as practicable following the Appointment Time, prepare and unavailable to effectuate the Merger, the Company shall prepare and file with the SEC the proxy or information statement Proxy Statement. The Company will cause the Proxy Statement to be sent mailed to the Company’s 's stockholders in connection with as promptly as practicable after the Company Special Meeting (the “Proxy Statement”)Appointment Time. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by the Company Company, without providing Parent the other party a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated herebythereon. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable subsequent to its filing with the SEC. If at any time prior to the Company Special Meeting Effective Time any information relating to the Company or Parent, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of the Company.

Stockholder Approval; Preparation of Proxy Statement. (a) In the event that, following the acceptance for payment of and payment for If Shares by the Purchaser are purchased pursuant to the Offer and the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to Section 7.07 hereof, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 253 of the DGCL DGCL. (b) If the Company Stockholder Approval is inapplicable and unavailable to effectuate the Mergerrequired by law, the Company shall shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC the proxy or information statement and shall use its best efforts to be sent respond to the Company’s stockholders in connection with the Company Special Meeting (the “Proxy Statement”). No filing of, or amendment or supplement to, or correspondence to any comments of the SEC or its staff with respect and to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated hereby. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable subsequent after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its filing staff 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 Parent with copies of all correspondence between the SECCompany 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. If at any time prior to the Company Special Stockholders Meeting there shall occur any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent event that should be set forth in an amendment or supplement to the Proxy Statement, so that the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of such documents would not include any misstatement of a material fact or omit Parent to state any material fact necessary to make the statements therein, be voted in light favor of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the CompanyCompany Stockholder Approval. SECTION 7.02.

Stockholder Approval; Preparation of Proxy Statement. (a) In the event that, Promptly following the acceptance for payment date of and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is inapplicable and unavailable to effectuate the Mergerthis Agreement, the Company shall prepare and file with the SEC the proxy or information statement to be sent to the Company’s 's stockholders in connection with the Company Special Meeting (the “"Proxy Statement”"). Buyer acknowledges that the Proxy Statement may, in the Company's sole discretion, also relate to proposals for any other transaction or such other matters as may in the reasonable judgment of the Company be appropriate for consideration at the Company Special Meeting. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing Parent Buyer a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated hereby. The Company will advise ParentBuyer, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable subsequent to its filing with the SEC. If at any time prior to the Company Special Meeting any information relating to the Company or ParentBuyer, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company.

Stockholder Approval; Preparation of Proxy Statement. (a) In Subject to the event thatterms and conditions of this Agreement, following including Section 7.3(b), the acceptance for payment of and payment for Shares Company shall, as soon as practicable after the Proxy Statement is cleared by the Purchaser SEC for mailing to the Company’s stockholders, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment or postponement thereof, the “Stockholders Meeting”) for the purpose of obtaining the adoption of this Agreement by the Company Requisite Vote (the “Company Stockholder Approval”); provided, however, that the Company shall not be required to hold the Stockholders Meeting if the Company Board or any committee thereof, after consultation with outside counsel, reasonably believes that holding the Stockholders Meeting would be inconsistent with its fiduciary duties under applicable law. The Company shall, through the Company Board or any committee thereof, but subject to the right of the Company Board or any committee thereof to make an Adverse Recommendation Change pursuant to Section 6.2(f)(i) or Section 6.2(f)(ii), recommend to its stockholders that the OfferCompany Stockholder Approval be given (the “Company Recommendation”) and shall include the Company Recommendation in the Proxy Statement, Section 253 of the DGCL is inapplicable and unavailable to effectuate the Mergerand, unless there has been an Adverse Recommendation Change, the Company shall prepare and file with take all reasonable lawful action to solicit the SEC the proxy or information statement to be sent Company Stockholder Approval. Notwithstanding anything to the Company’s stockholders contrary contained in connection with this Agreement, the obligation of the Company Special to call, give notice and hold the Stockholders Meeting (the “Proxy Statement”). No filing of, shall not be limited or amendment or supplement to, or correspondence to the SEC or otherwise affected by an Adverse Recommendation Change unless this Agreement is terminated in accordance with its staff with respect to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated hereby. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable subsequent to its filing with the SEC. If at any time prior to the Company Special Meeting any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Companyterms.

Stockholder Approval; Preparation of Proxy Statement. (a) In the event that, As promptly as reasonably practicable following the acceptance for payment of date hereof (but in no event later than March 10, 2005, the Buyer and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company shall prepare cooperate in preparing and file shall cause to be filed with the SEC mutually acceptable proxy materials (the proxy or information statement “Proxy Statement”) relating to the matters to be sent to considered by the Company’s stockholders in connection with the Company Special Meeting (as defined below). The Company shall use reasonable best efforts to have the “Proxy Statement”)Statement cleared by the SEC. No filing of, or amendment or supplement to, or correspondence to with the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing Parent the Buyer a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated herebythereon. The Company will advise Parentthe Buyer, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable subsequent to its filing with the SEC. If at any time prior to the Company Special Meeting any information relating to the Company or Parentthe Buyer, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent the Buyer and that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company.

Stockholder Approval; Preparation of Proxy Statement. (a) In connection with the event that, following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, Section 253 approval of the DGCL is inapplicable and unavailable Company's stockholders as required by applicable law in order to effectuate consummate the Merger, Company shall, as soon as practicable following the execution of this Agreement, prepare and the Company shall prepare and file with the SEC the proxy or information statement Proxy Statement. The Company will cause the Proxy Statement to be sent mailed to the Company’s 's stockholders in connection as promptly as practicable after receiving SEC approval, or deemed approval (if no response is received within ten days after filing with the Company Special Meeting (the “Proxy Statement”SEC). No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by the Company Company, without providing Parent and Merger Sub a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated herebythereon. The Company will advise Parent, Parent and Merger Sub promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable subsequent to its filing with the SEC. If at any time prior to the Company Special Meeting Closing any information relating to the Company or Parent, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by the Company Company, Parent or Parent Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of the Company.

Stockholder Approval; Preparation of Proxy Statement. (a) In the event thatSeller shall, as soon as practicable following the acceptance date hereof (but allowing for payment its compliance with its obligations under the third sentence of and payment for Shares by the Purchaser pursuant to the Offerthis Section 5.5), Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company shall prepare and file with the SEC a proxy statement (the proxy or information statement "Proxy Statement") to obtain the required vote of Seller's stockholders to approve this Agreement and the transactions contemplated hereby. Seller will cause the Proxy Statement to be sent mailed to the Company’s Seller's stockholders in connection with the Company Special Meeting (the “Proxy Statement”)as promptly as practicable. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to to, the Proxy Statement will be made by the Company Seller without providing Parent Buyer a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated herebythereon. The Company Seller will advise ParentBuyer, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable subsequent to its filing with the SEC. If at any time prior to the Company Special Meeting effectiveness of the Proxy Statement any information relating to the Company Seller or ParentBuyer, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by the Company Seller or Parent Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of Seller. Each of the Companyparties hereto shall cause the Proxy Statement to comply as to form and substance to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of the Nasdaq.

Stockholder Approval; Preparation of Proxy Statement. (a) In the event that, As promptly as reasonably practicable following the acceptance for payment of date hereof, the Buyer and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company shall prepare cooperate in preparing and file shall cause to be filed with the SEC mutually acceptable definitive proxy materials (the proxy or information statement “Proxy Statement”) relating to the matters to be sent to considered by the Company’s stockholders in connection with the Company Special Meeting (as defined below). The Company shall use reasonable best efforts to have the “Proxy Statement”)Statement cleared by the SEC. No filing of, or amendment or supplement to, or correspondence to with the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing Parent the Buyer a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated herebythereon. The Company will advise Parentthe Buyer, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable subsequent to its filing with the SEC. If at any time prior to the Company Special Meeting any information relating to the Company or Parentthe Buyer, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent the Buyer and that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company.

Stockholder Approval; Preparation of Proxy Statement. (a) In the event that, following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company shall prepare and file with the SEC the proxy or information statement to be sent to the Company’s 's stockholders in connection with the Company Special Meeting (the “Proxy Statement”"PROXY STATEMENT"). No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated hereby. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable subsequent to its filing with the SEC. If at any time prior to the Company Special Meeting any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company.