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

Stockholder Approval; Preparation of Proxy Statement. (a) If stockholder approval of the Merger is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer, or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase of shares of Common Stock in the Offer satisfying the Minimum Condition, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of the approval of the Merger and adoption of this Agreement. The Company shall, through the Company Board, recommend to its stockholders the approval of the Merger, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b). Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Common Stock 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 3-106 of the MGCL. (b) If stockholder adoption of this Agreement is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase of shares of Common Stock in the Offer satisfying the Minimum Condition, prepare and file a preliminary Proxy Statement with the SEC and shall use its reasonable efforts to respond to any comments of the SEC or its staff and, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after such filing. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply 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. If at any time prior to the adoption of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, this Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent shall cooperate with the Company in preparing the Proxy Statement and shall promptly furnish to the Company all information as may be requested in connection therewith and Parent shall cause all shares of Common Stock purchased pursuant to the Offer and all other shares of Common Stock owned by Sub or any other subsidiary of Parent to be voted in favor of the adoption of this Agreement.

Stockholder Approval; Preparation of Proxy Statement. (a) If stockholder approval adoption of the Merger this Agreement is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer, or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying the Minimum ConditionOffer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of the approval of the Merger and adoption of adopting this Agreement. The Company shall, through the Company Board, recommend to its stockholders the approval adoption of the Mergerthis Agreement, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer Offer, this Agreement or the Merger as permitted by Section 6.02(b5.02(b). Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Common Stock Stock, 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 3-106 253 of the MGCLDGCL. Without limiting the generality of the foregoing, the Company's obligations pursuant to the first sentence of this Section 6.01(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal or (ii) the withdrawal or modification by the Company Board of its approval or recommendation of the Offer, this Agreement or the Merger. (b) If stockholder adoption of this Agreement is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying the Minimum ConditionOffer, prepare and file a preliminary Proxy Statement with the SEC and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after such filing. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the adoption of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, this the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent shall cooperate with the Company in preparing the Proxy Statement and shall promptly furnish to the Company all information as may be requested in connection therewith and Parent shall cause all shares of Common Stock purchased pursuant to the Offer and all other shares of Common Stock owned by Sub or any other subsidiary of Parent to be voted in favor of the adoption of this Agreement.

Stockholder Approval; Preparation of Proxy Statement. (a) If stockholder approval of the Merger Company Stockholder Approval is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer, or the Merger as permitted by Section 6.02(b), the Company shallwill, at Parent's request, as soon as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying the Minimum ConditionOffer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the approval -------------------- Company Stockholder Approval. If able to do so, Parent shall cause the Company to comply with its obligations under Section 6.1(a) and Section 6.1(b). Subject to the provisions of Section 5.2(b), the Merger and adoption of this Agreement. The Company shallwill, through the Company Boardits Board of Directors, recommend to its stockholders the approval of the Merger, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b)Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of the Company Common Stock Stock, the parties shall shall, at the request of Parent, 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 3-106 253 of the MGCLDGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.1(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement or the Merger, except that such obligations shall terminate if this Agreement is terminated. (b) If stockholder adoption of this Agreement the Company Stockholder Approval is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), the Company shallwill, at Parent's request, as soon as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying the Minimum ConditionOffer, prepare and file a preliminary Proxy Statement with the SEC and shall will use its reasonable best efforts to respond to any comments of the SEC or its staff and, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such filingcomments to the satisfaction of the staff. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the adoption of this Agreement by the Company's stockholders Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, this the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent shall cooperate with the Company in preparing the Proxy Statement and shall promptly furnish agrees to the Company all information as may be requested in connection therewith and Parent shall cause all shares of the Company Common Stock purchased pursuant to the Offer and all other shares of the Company Common Stock owned by Sub or any other subsidiary of Parent to be voted in favor of the adoption of this AgreementCompany Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If stockholder approval of the Merger by stockholders of the Company (the "Company ------- Stockholder Approval") is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer, or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's -------------------- request, as soon as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying in accordance with the Minimum Conditionterms of Section 1.1 of this Agreement, so long as permitted ----------- by law, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the approval of the Merger and adoption of this Agreement-------------------- Company Stockholder Approval. The Company shall, through its Board of Directors (but subject to the Company Board, recommend to its stockholders the approval right of the Merger, except Board of Directors to the extent that the Company Board shall have withdrawn withdraw or modified modify its approval or recommendation of the Offer or Offer, the Merger and this Agreement as permitted by set forth in Section 6.02(b6.2(b)), recommend to its stockholders that the -------------- Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary Subsidiary of Parent shall acquire at least shares entitled to cast 90% or more of all the outstanding shares of Common Stock votes entitled to be cast on the Merger, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 3-106 253 of the MGCLDGCL. Without limiting the generality of the foregoing, so long as permitted by law, the Company agrees that its obligations pursuant to the first sentence of this Section 7.1 shall not be affected by (i) the commencement, public proposal, ----------- public disclosure or communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement or the Merger. (b) If stockholder adoption of this Agreement the Company Stockholder Approval is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying in accordance with the Minimum Conditionterms of Section 1.1, and to the ----------- extent permitted by law, prepare and file a preliminary Proxy Statement with the SEC and shall use its reasonable best efforts to respond to any comments of the SEC or its staff staff, and, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b)law, to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such filingcomments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the adoption of this Agreement by the Company's stockholders Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, this the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) . Parent shall cooperate with the Company in preparing the preparation of the Proxy Statement and shall promptly furnish or any amendment or supplement thereto. (c) Parent agrees to the Company all information as may be requested in connection therewith and Parent shall cause all shares of Common Stock Shares purchased pursuant to the Offer and all other shares Shares of Common Stock the Company entitled to vote on the Merger owned by Sub Parent or any other subsidiary Subsidiary of Parent to be voted in favor of the adoption of this AgreementCompany Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If stockholder approval of the Merger Company Stockholder Approval is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer, or the Merger as permitted by Section 6.02(b), the Company shallwill, at Parent's request, as soon as practicable following Sub's purchase of shares of Common Stock in the acceptance for payment of, and payment for, any Shares by Sub pursuant to the Offer satisfying and the Minimum Conditionexpiration 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 approval of the Merger and adoption of this AgreementCompany Stockholder Approval. The Company shallwill, through the Company Boardits Board of Directors, recommend to its stockholders the approval of the Merger, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b)Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Common Stock Shares, the parties shall shall, at the request of Parent, 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 3-106 253 of the MGCLDGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.01(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement or the Merger. (b) If stockholder adoption of this Agreement the Company Stockholder Approval is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), the Company shallwill, at Parent's request, as soon as practicable following Sub's purchase of shares of Common Stock in the acceptance for payment of, and payment for, any Shares by Sub pursuant to the Offer satisfying and the Minimum Conditionexpiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such filingcomments to the satisfaction of the staff. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the adoption of this Agreement by the Company's stockholders Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, this the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects, PROVIDED that Parent shall identify its objections and fully cooperate with the Company to create a mutually satisfactory Proxy Statement. (c) Parent shall cooperate with the Company in preparing the Proxy Statement and shall promptly furnish agrees to the Company all information as may be requested in connection therewith and Parent shall cause all shares of Common Stock Shares purchased pursuant to the Offer and all other shares of Common Stock owned by Sub or any other subsidiary of Parent to be voted in favor of the adoption of this AgreementCompany Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (ai) If stockholder the approval of the Company's stockholders of the Merger ("Company Stockholders' Approval") is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer, or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying in accordance with the Minimum Conditionterms of Section 1.1 of this Agreement, so long as permitted by law, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of the approval of the Merger and adoption of this Agreement. The Company shall, through the Company Board, recommend to its stockholders the approval of the Merger, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b)obtaining such approval. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent Subsidiary shall acquire at least 90% or more of the then outstanding shares of Company Common Stock Stock, the parties Company shall at the request of Parent take all necessary and appropriate action actions to cause the Merger Merger, pursuant to the terms thereof, to become effective as soon promptly as practicable after the expiration such acquisition without a meeting of the Offer without a Stockholders Meeting stockholders of the Company and otherwise in accordance with Section 3-106 253 of the MGCLDGCL (including, without limitation, adoption by the board of directors of Subsidiary of a short-form plan of merger in accordance with the DGCL and consistent with the terms of the Merger). (bii) If stockholder adoption of this Agreement the Company Stockholders' Approval is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying in accordance with the Minimum Conditionterms of Section 1.1 and to the extent permitted by law, prepare and file a preliminary proxy statement or Information Statement (as amended and supplemented, the "Proxy Statement Statement") with the SEC and shall use its all reasonable efforts to respond to any comments of the SEC or its staff staff, and, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b)law, to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such filingcomments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the adoption of this Agreement by the Company's stockholders Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, this the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent shall cooperate with the Company in preparing the preparation of the Proxy Statement or any amendment or supplement thereto and shall furnish the Company with all information required to be included therein with respect to Parent or Subsidiary. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement and shall promptly furnish any such correspondence prior to its filing with the SEC or dissemination to the Company all information as may be requested in connection therewith and Company's stockholders. (iii) Parent shall agrees to cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of the Company Common Stock owned by Sub Parent or any other subsidiary of Parent Subsidiary to be voted in favor of the adoption Merger. (iv) Without limiting the generality of this Agreementthe foregoing, each of the parties shall correct promptly any information provided by it to be used specifically in the Proxy Statement, if required, that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable law.

Stockholder Approval; Preparation of Proxy Statement. (a) If stockholder approval of the Merger is required by law, except to the extent that the The Company Board shall have withdrawn or modified its approval or recommendation of the Offer, or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase of shares of Common Stock in after the Offer satisfying Proxy Statement is cleared by the Minimum ConditionSEC for mailing to the Company’s stockholders, duly call, give notice of, convene and hold a meeting of its stockholders (the "“Stockholders Meeting"”) for the purpose of obtaining the approval of the Merger and adoption of this AgreementAgreement by holders of a majority of the outstanding Shares (the “Company Stockholder Approval”). The Company shall, through its Board of Directors (but subject to the Company Boardright of the Company’s Board of Directors to make an Adverse Recommendation Change pursuant to Sections 6.2(d) and (e)), recommend to its stockholders the approval of the Merger, except to the extent that the Company Board shall have withdrawn or modified Stockholder Approval be given and include such recommendation in the Proxy Statement. Subject to Sections 6.2(d) and (e), the Company will use its approval or recommendation commercially reasonable efforts to solicit from its stockholders proxies in favor of the Offer or the Merger as permitted by Section 6.02(b). Notwithstanding the foregoing, if Sub or any other subsidiary adoption of Parent shall acquire at least 90% of the outstanding shares of Common Stock the parties shall this Agreement and will take all other action reasonably necessary and appropriate action or advisable to cause secure the Merger vote or consent of its stockholders required by the rules of Nasdaq or applicable law to become effective obtain such approvals. The Company shall keep Newco updated with respect to proxy solicitation results as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 3-106 of the MGCLreasonably requested by Newco. (b) If stockholder adoption The Company shall use its commercially reasonable efforts to prepare (with the assistance of this Agreement is required by lawNewco) and file with the SEC a preliminary Proxy Statement, except to the extent that and each of the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), the Company and Newco shall, at Parent's requestor shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings, as soon as practicable following Sub's purchase of shares of Common Stock in the Offer satisfying the Minimum Condition, prepare No-Shop Period Start Date and file a preliminary Proxy Statement with the SEC and each party shall use its commercially reasonable efforts to respond (with the assistance of the other party) to any comments of the SEC or its staff and, except to staff. To the extent that permitted by law, the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), to cause the Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable after responding to all such filingcomments to the satisfaction of the staff. The Company or Newco, as the case may be, shall notify Parent the other party promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or Other Filings or for additional information and shall will supply Parent the other party with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff staff, on the other hand, with respect to the Proxy Statement Statement, the Other Filings or the Mergertransactions contemplated by this Agreement. If at any time prior to the adoption of this Agreement by the Company's stockholders Stockholders Meeting there shall occur any event or any information relating to the Company, Newco or any of their respective Affiliates, officers or directors shall be discovered by the Company or Newco that should be set forth in an amendment or supplement to the Proxy StatementStatement or the Other Filings, this so that the Proxy Statement or the Other Filings shall 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 were made, not misleading, the party which learns of the event or the information shall promptly notify the other party, and the Company or Newco, as appropriate, shall promptly prepare (with the assistance of the other party) and file with the SEC and, to the extent required by applicable law, mail to its the Company’s stockholders such an appropriate amendment or supplementsupplement describing such event or information. The Each of the Company and Newco shall not mail any cooperate with the other in the preparation of the Proxy Statement, Other Filings and any amendments or supplements thereto and shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or Other Filings or that is customarily included in such filings prepared in connection with transactions of the type contemplated by this Agreement. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing any Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the party responsible for filing or mailing such document shall provide the other party with an opportunity to which Parent reasonably objects. (c) Parent shall cooperate with the Company in preparing the Proxy Statement review and comment on such document or response and shall promptly furnish to include in such document or response comments reasonably proposed by the Company all information as may be requested in connection therewith and Parent shall cause all shares of Common Stock purchased pursuant to the Offer and all other shares of Common Stock owned by Sub or any other subsidiary of Parent to be voted in favor of the adoption of this Agreementparty.

Stockholder Approval; Preparation of Proxy Statement. (a) If stockholder approval of the Merger Company Stockholder Approval is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer, or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon promptly as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying the Minimum ConditionOffer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the approval of the Merger and adoption of this AgreementCompany Stockholder Approval. The Company shall, through the Company Boardits Board of Directors, recommend to its stockholders the approval of the Merger, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b)Stockholder Approval be given. Notwithstanding the foregoing, if Sub Purchaser or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Common Stock Shares, the parties shall shall, at the option and request of Parent, 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 3-106 the short form merger provisions of the MGCLDGCL. Without limiting the generality of the foregoing, except as specifically permitted by Section 6.2(b) the Company agrees that its obligations pursuant to the first sentence of this Section 6.3(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement or the Merger. (b) If stockholder adoption of this Agreement the Company Stockholder Approval is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying the Minimum ConditionOffer, prepare and file a preliminary proxy statement ("Proxy Statement Statement") with the SEC and shall use its all reasonable efforts to respond to any comments of the SEC or its staff and, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after such filingpracticable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the adoption of this Agreement by the Company's stockholders Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, this the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent shall cooperate with the Company in preparing the Proxy Statement and shall promptly furnish agrees to the Company all information as may be requested in connection therewith and Parent shall cause all shares of Common Stock purchased pursuant to the Offer and all other shares of Common Stock Shares owned by Sub Parent or any other subsidiary of Parent to be voted in favor of the adoption of this AgreementCompany Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If stockholder approval of the Merger Company Stockholder Approval is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer, or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon promptly as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying the Minimum ConditionOffer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the approval of the Merger and adoption of this AgreementCompany Stockholder Approval. The Company shall, through the Company Boardits Board of Directors, recommend to its stockholders the approval of the Merger, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b)Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Common Stock Shares, the parties shall shall, at the option and request of Parent, 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 3-106 the short form merger provisions of the MGCLDGCL. Without limiting the generality of the foregoing, except as specifically permitted by Section 6.2(d) the Company agrees that its obligations pursuant to the first sentence of this Section 6.3(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement or the Merger. (b) If stockholder adoption of this Agreement the Company Stockholder Approval is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase the expiration of shares of Common Stock in the Offer satisfying the Minimum ConditionOffer, prepare and file a preliminary Proxy Statement with the SEC and shall use its all reasonable efforts to respond to any comments of the SEC or its staff and, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after such filingpracticable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the adoption of this Agreement by the Company's stockholders Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, this the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent shall cooperate with the Company in preparing the Proxy Statement and shall promptly furnish agrees to the Company all information as may be requested in connection therewith and Parent shall cause all shares of Common Stock purchased pursuant to the Offer and all other shares of Common Stock Shares owned by Sub Parent or any other subsidiary of Parent to be voted in favor of the adoption of this AgreementCompany Stockholder Approval.