Common use of Stockholder Approval; Proxy Clause in Contracts

Stockholder Approval; Proxy. (a) Hexcel shall hold a vote of its stockholders to approve the matters described in paragraph (b) below at an annual meeting of stockholders duly called and held for that purpose as soon as practicable. (b) Hexcel shall prepare, file with the SEC and mail to its stockholders a proxy statement that complies as to form in all material respects with all relevant provisions of the Exchange Act relating to the solicitation of proxies for the approval of (i) the issuance of the Hexcel Shares, (ii) (A) the Required Amendment and (B) an amendment to the certificate of incorporation of Hexcel to increase the number of shares of Hexcel Preferred authorized for issuance to 20,000,000, (iii) the election of the slate of nominees to be directors of Hexcel described in Section 4.19, (iv) Hexcel's amended and restated incentive stock plan, (v) the ratification of the appointment of Hexcel's independent auditors and (vi) such other business as may properly come before the annual meeting. Hexcel covenants that on the date filed with the SEC and on the date first sent or given to stockholders such proxy statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that Hexcel makes no such covenant as to information supplied by Ciba or any of its Subsidiaries or affiliates in writing expressly for inclusion therein. Ciba shall cooperate with Hexcel in the preparation of such proxy statement and, in that connection, shall provide for use in such proxy statement such information with respect to Ciba, CGC, the Divested Subsidiaries, any of their respective affiliates, the Transferred Business, the Acquired Assets and the Deferred Assets as is reasonably necessary for (i) such proxy statement to comply as to form in all material respects with the relevant provisions of the Exchange Act and (ii) for such proxy statement not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case, solely with respect to Ciba, CGC, the Divested Subsidiaries, any of their respective affiliates, the Transferred Business, the Acquired Assets or the Deferred Assets. Ciba covenants that on the date such proxy statement is filed with the SEC and on the date such proxy statement is first given or sent to Hexcel's stockholders such information provided in writing by Ciba or any of its Subsidiaries or affiliates for use therein shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements related thereto contained in such proxy statement, in light of the circumstances in which they were made, not misleading. Hexcel and Ciba, as the case may be, shall each promptly correct any information provided by it or any of its Subsidiaries or affiliates for use in such proxy statement, if and to the extent that such information shall have become false or misleading in any material respect, and Hexcel further agrees to take all commercially reasonable steps necessary to amend or supplement such proxy statement and to cause such proxy statement as so amended or supplemented to be filed with the SEC and disseminated to Hexcel's stockholders, in each case as and to the extent required by the Exchange Act. Ciba and its counsel shall be given a reasonable opportunity to review and comment upon the proxy statement and all amendments and supplements thereto prior to their filing with the SEC or dissemination to Hexcel's stockholders. Hexcel shall provide Ciba and its counsel in writing with any comments Hexcel or its counsel may receive from the SEC or its staff with respect to the proxy statement promptly after the receipt of such comments.

Stockholder Approval; Proxy. (a) Hexcel shall hold Parent shall, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Parent, cause a vote special meeting of its stockholders to approve the matters described in paragraph (b) below at an annual meeting of stockholders be duly called and held for that the purpose of voting (and will hold such a vote at such meeting) on the approval of the Proposed Actions as soon promptly as practicablepracticable following the Shareholder Determination Date. (b) Hexcel In connection with such meeting, Parent shall prepare, promptly prepare and file with the SEC, and use its reasonable efforts to have cleared by the SEC and after the Commitment Date mail to its stockholders stockholders, a proxy statement (the "Proxy Statement") that complies as to form in all material respects with all relevant provisions of the Exchange Act relating to the solicitation meeting of proxies for Parent's stockholders to be held in connection with this Agreement and includes (when so filed) such information as the approval of (i) Management Shareholders shall reasonably request. Parent shall consult with the issuance Shareholder's Representatives, the Sellers, the Companies and the financial advisers and counsel to the Sellers in connection with, and shall permit them to participate in, the preparation of the Hexcel Shares, (ii) (A) Proxy Statement. Parent shall promptly notify them of the Required Amendment and (B) an amendment receipt of comments of the SEC with respect to the certificate Proxy Statement and requests by the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall promptly supply them with copies of incorporation of Hexcel all correspondence between Parent (or its representatives) and the SEC (or its staff) and shall permit such counsel to increase the number of shares of Hexcel Preferred authorized for issuance to 20,000,000, (iii) the election of the slate of nominees to be directors of Hexcel described participate in Section 4.19, (iv) Hexcel's amended and restated incentive stock plan, (v) the ratification of the appointment of Hexcel's independent auditors and (vi) such other business as may properly come before the annual meeting. Hexcel covenants that on the date filed all telephone conferences or meetings with the SEC (or its staff) relating thereto. (c) The Proxy Statement shall include the approval and on the date first sent or given to stockholders such proxy statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light recommendation of the circumstances Board of Parent in which they were made, not misleading, except that Hexcel makes no such covenant as to information supplied by Ciba or any favor of its Subsidiaries or affiliates in writing expressly for inclusion therein. Ciba shall cooperate with Hexcel in the preparation of such proxy statement and, in that connection, shall provide for use in such proxy statement such information with respect to Ciba, CGC, the Divested Subsidiaries, any of their respective affiliates, the Transferred Business, the Acquired Assets this Agreement and the Deferred Assets as is Other Purchase Agreements and the transactions contemplated hereby and thereby, including the Proposed Actions, and unless Parent shall modify or withdraw such recommendation, Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the foregoing and take all other actions reasonably necessary for (i) or advisable to secure the requisite vote or consent of stockholders required by Maryland law and the NYSE; provided, that Parent may modify or withdraw such proxy statement to comply as to form in all material respects with the relevant provisions of the Exchange Act and (ii) for such proxy statement not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinrecommendation, in light of the circumstances in which they were made, not misleading, in each case, solely with respect to Ciba, CGC, the Divested Subsidiaries, any of their respective affiliates, the Transferred Business, the Acquired Assets or the Deferred Assets. Ciba covenants that on the date such proxy statement is filed with the SEC and on the date such proxy statement is first given or sent to Hexcel's stockholders such information provided in writing by Ciba or any of its Subsidiaries or affiliates for use therein shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements related thereto contained in such proxy statement, in light of the circumstances in which they were made, not misleading. Hexcel and Ciba, as the case may be, shall each promptly correct any information provided by it or any of its Subsidiaries or affiliates for use in such proxy statement, but only if and to the extent that (i) a Parent Acquisition Proposal has been made prior to the time that the Board determines to withdraw or modify its recommendation, (ii) the Board reasonably concludes in good faith, based on advice from its outside counsel, that the failure to make such information withdrawal or modification would violate the fiduciary duties of the Board under applicable Law, and (iii) Parent shall have become false or misleading in any material respect, and Hexcel further agrees to take all commercially reasonable steps necessary to amend or supplement such proxy statement and to cause such proxy statement as so amended or supplemented to be filed with the SEC and disseminated to Hexcel's stockholders, in each case as and delivered to the extent required by the Exchange Act. Ciba and its counsel shall be given a reasonable opportunity to review and comment upon the proxy statement and all amendments and supplements thereto Shareholders' Representatives, at least two Business Days prior to their filing with such withdrawal or modification, a written notice advising the SEC or dissemination to Hexcel's stockholders. Hexcel shall provide Ciba Shareholders' Representatives that Parent has received a Parent Acquisition Proposal, identifying the person making such Parent Acquisition Proposal, setting forth the material terms and its counsel in writing with any comments Hexcel or its counsel may receive from the SEC or its staff with respect to the proxy statement promptly after the receipt conditions of such commentsParent Acquisition Proposal and indicating that the Board proposes to withdraw or modify its recommendation.

Stockholder Approval; Proxy. (a) Hexcel shall hold Parent shall, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Parent, cause a vote special meeting of its stockholders to approve the matters described in paragraph (b) below at an annual meeting of stockholders be duly called and held for that the purpose of voting (and will hold such a vote at such meeting) on the approval of the Proposed Actions as soon promptly as practicablepracticable following the Shareholder Determination Date. (b) Hexcel In connection with such meeting, Parent shall prepare, promptly prepare and file with the SEC, and use its reasonable efforts to have cleared by the SEC and after the Commitment Date mail to its stockholders stockholders, a proxy statement (the "Proxy Statement") that complies as to form in all material respects with all relevant provisions of the Exchange Act relating to the solicitation meeting of proxies for Parent's stockholders to be held in connection with this Agreement and includes (when so filed) such information as the approval of (i) Management Shareholders shall reasonably request. Parent shall consult with the issuance Shareholder's Representatives, the JLW Partnerships, the Companies and the financial advisers and counsel to the JLW Partnerships in connection with, and shall permit them to participate in, the preparation of the Hexcel Shares, (ii) (A) Proxy Statement. Parent shall promptly notify them of the Required Amendment and (B) an amendment receipt of comments of the SEC with respect to the certificate Proxy Statement and requests by the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall promptly supply them with copies of incorporation of Hexcel all correspondence between Parent (or its representatives) and the SEC (or its staff) and shall permit such counsel to increase the number of shares of Hexcel Preferred authorized for issuance to 20,000,000, (iii) the election of the slate of nominees to be directors of Hexcel described participate in Section 4.19, (iv) Hexcel's amended and restated incentive stock plan, (v) the ratification of the appointment of Hexcel's independent auditors and (vi) such other business as may properly come before the annual meeting. Hexcel covenants that on the date filed all telephone conferences or meetings with the SEC (or its staff) relating thereto. (c) The Proxy Statement shall include the approval and on the date first sent or given to stockholders such proxy statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light recommendation of the circumstances Board of Parent in which they were made, not misleading, except that Hexcel makes no such covenant as to information supplied by Ciba or any favor of its Subsidiaries or affiliates in writing expressly for inclusion therein. Ciba shall cooperate with Hexcel in the preparation of such proxy statement and, in that connection, shall provide for use in such proxy statement such information with respect to Ciba, CGC, the Divested Subsidiaries, any of their respective affiliates, the Transferred Business, the Acquired Assets this Agreement and the Deferred Assets as is Other Purchase Agreements and the transactions contemplated hereby and thereby, including the Proposed Actions, and unless Parent shall modify or withdraw such recommendation, Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the foregoing and take all other actions reasonably necessary for (i) or advisable to secure the requisite vote or consent of stockholders required by Maryland law and the NYSE; provided, that Parent may modify or withdraw such proxy statement to comply as to form in all material respects with the relevant provisions of the Exchange Act and (ii) for such proxy statement not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinrecommendation, in light of the circumstances in which they were made, not misleading, in each case, solely with respect to Ciba, CGC, the Divested Subsidiaries, any of their respective affiliates, the Transferred Business, the Acquired Assets or the Deferred Assets. Ciba covenants that on the date such proxy statement is filed with the SEC and on the date such proxy statement is first given or sent to Hexcel's stockholders such information provided in writing by Ciba or any of its Subsidiaries or affiliates for use therein shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements related thereto contained in such proxy statement, in light of the circumstances in which they were made, not misleading. Hexcel and Ciba, as the case may be, shall each promptly correct any information provided by it or any of its Subsidiaries or affiliates for use in such proxy statement, but only if and to the extent that (i) a Parent Acquisition Proposal has been made prior to the time that the Board determines to withdraw or modify its recommendation, (ii) the Board reasonably concludes in good faith, based on advice from its outside counsel, that the failure to make such information withdrawal or modification would violate the fiduciary duties of the Board under applicable Law, and (iii) Parent shall have become false or misleading in any material respect, and Hexcel further agrees to take all commercially reasonable steps necessary to amend or supplement such proxy statement and to cause such proxy statement as so amended or supplemented to be filed with the SEC and disseminated to Hexcel's stockholders, in each case as and delivered to the extent required by the Exchange Act. Ciba and its counsel shall be given a reasonable opportunity to review and comment upon the proxy statement and all amendments and supplements thereto Shareholders' Representatives, at least two Business Days prior to their filing with such withdrawal or modification, a written notice advising the SEC or dissemination to Hexcel's stockholders. Hexcel shall provide Ciba Shareholders' Representatives that Parent has received a Parent Acquisition Proposal, identifying the person making such Parent Acquisition Proposal, setting forth the material terms and its counsel in writing with any comments Hexcel or its counsel may receive from the SEC or its staff with respect to the proxy statement promptly after the receipt conditions of such commentsParent Acquisition Proposal and indicating that the Board proposes to withdraw or modify its recommendation.