Common use of Stockholder Meeting; Proxy Statement Clause in Contracts

Stockholder Meeting; Proxy Statement. (a) As promptly as practicable following the date hereof (and in any event, but subject to Parent’s timely performance of its obligations under Section 6.4(b), within fifteen (15) Business Days of the date hereof or such later date as to which Parent consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)), the Company shall prepare and shall cause to be filed with the SEC in preliminary form a proxy statement on Schedule 14A relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(e), the Proxy Statement shall include the Company Recommendation, the Fairness Opinion and any materials required to be provided to the stockholders of the Company pursuant to the FBCA. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, not to 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; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Acquisition Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall promptly notify Parent’s counsel upon the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall promptly provide Parent’s counsel with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall consult with Parent and its counsel prior to submitting to the SEC or the staff of the SEC any response to any such comments. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Common Stock, or submitting to the SEC or the staff of the SEC any response to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and its counsel a reasonable opportunity to review and comment on such documents and responses, and the Company will consider, in good faith, incorporating any such comments of Parent and/or its counsel prior to such filing, dissemination or submission.

Stockholder Meeting; Proxy Statement. (a) As The Company will take all action necessary in accordance with the DGCL and the Company’s Organizational Documents to establish a record date for, duly and promptly as practicable following the date hereof (call, give notice of, convene and in any event, but subject to Parent’s timely performance hold a meeting of its obligations under Section 6.4(b)stockholders (the “Stockholder Meeting”) for the purpose of voting upon the approval of this Agreement, within fifteen (15) Business Days the other Transaction Documents, and the Transactions to the extent required by the DGCL and any other applicable Law or the rules of the date hereof or such later date as to which Parent consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)), the Company shall prepare and shall cause to be filed with the SEC in preliminary form a proxy statement on Schedule 14A relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(e), the Proxy Statement shall include the Company Recommendation, the Fairness Opinion and any materials required to be provided to the stockholders of the Company pursuant to the FBCANew York Stock Exchange. The Company will cause the Proxy Statement, at the time of Stockholder Meeting to be held as promptly as reasonably practicable after the mailing of the Proxy Statement. The Company will, as promptly as reasonably practicable after the date of this Agreement, prepare and file a preliminary Proxy Statement with the SEC. The Company will respond to any comments of the SEC or its staff with respect to the Proxy Statement and use its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC as promptly as reasonably practicable. The Company will recommend (subject to Section 6.04(d), Section 6.04(e) and Section 6.04(f)) that the stockholders of the Company authorize and approve this Agreement and the Transactions in accordance with § 212 of the DGCL (the “Company Recommendation”) at the Stockholder Meeting, and the Company will include the Company Recommendation in the Proxy Statement (subject to Section 6.04(d), Section 6.04(e) and Section 6.04(f)), and, subject to Section 6.04(d), Section 6.04(e) and Section 6.04(f), will use its reasonable best efforts to solicit from the Company’s stockholders proxies in favor of the adoption of this Agreement and the Transactions. If, at any time prior to the Stockholder Meeting any information relating to the Remington Holders or the Company or any amendments of their respective Affiliates should be discovered that should be set forth in an amendment or supplements thereto, and at supplement to the time of Proxy Statement so that the Stockholders’ Meeting, Proxy Statement does not to 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 are made, not misleading; provided, howeverthe Party that discovers such information will promptly notify the other Parties and, to the extent required by Law will disseminate an appropriate amendment thereof or supplement thereto describing such information to the stockholders of the Company. Notwithstanding the immediately preceding sentence, each of the Company, the Target Companies and the Remington Holders agrees and covenants that no representation or warranty is made by (i) none of the Company information with respect to information such Party supplied or to be supplied by Parent or Acquisition Sub such Party for inclusion or incorporation by reference in the Proxy Statement. The Statement contains or will contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) prior to the Company shall cause filing the preliminary Proxy Statement with the SEC, such Party will review the preliminary Proxy Statement and represent that the Proxy Statement does not contain any untrue statement of a material fact or omits to comply state any material fact required to be stated therein or necessary in all material respects with order to make the provisions statements therein, in light of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall promptly notify Parent’s counsel upon the receipt of any commentscircumstances under which they are made, whether written or oral, from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall promptly provide Parent’s counsel with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall consult with Parent and its counsel prior to submitting to the SEC or the staff of the SEC any response to any such comments. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Common Stock, or submitting to the SEC or the staff of the SEC any response to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and its counsel a reasonable opportunity to review and comment on such documents and responses, and the Company will consider, in good faith, incorporating any such comments of Parent and/or its counsel prior to such filing, dissemination or submissionnot misleading.

Stockholder Meeting; Proxy Statement. (a) As The Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) as promptly as reasonably practicable following after the earliest to occur of (i) the date hereof (and in any event, but subject to Parent’s timely performance of its obligations under Section 6.4(b), within fifteen (15) Business Days of the date hereof or such later date as to on which Parent consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)), the Company shall prepare and shall cause to be filed with the SEC in preliminary form a proxy statement confirms that it has no further comments on Schedule 14A relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(e), the Proxy Statement shall include the Company Recommendation, the Fairness Opinion and any materials required to be provided to the stockholders of the Company pursuant to the FBCA. The Company will cause the Proxy Statement, at (ii) the time receipt of confirmation from the mailing SEC that it will not be reviewing the Proxy Statement or (iii) if the SEC has failed to affirmatively notify the Company within 10 calendar days after the initial filing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, not to 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; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Acquisition Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply in all material respects with the provisions SEC, the 11th day after such filing, for the purpose of (A) voting on the matters requiring Company Stockholder Approval; and (B) in accordance with Section 14A of the Exchange Act and the applicable SEC rules and regulations promulgated thereunder and issued thereunder, seeking advisory approval of a proposal to satisfy all rules of NASDAQ. The Company shall promptly notify Parentthe Company’s counsel upon stockholders for a non-binding, advisory vote to approve certain compensation that may become payable to the receipt of any comments, whether written or oral, from Company’s executive officers in connection with the SEC or the staff completion of the SECMerger. Notwithstanding the foregoing, the Company may postpone or adjourn to a later date the Stockholder Meeting (i) with the written consent of Parent, not to be unreasonably withheld or delayed, (ii) after consultation with Parent, to the extent necessary to ensure that any request from the SEC required supplement or the staff of the SEC for amendments or supplements amendment to the Proxy StatementStatement is provided to the Company’s stockholders as required by applicable Legal Requirements in advance of the Stockholder Meeting, and shall promptly provide Parent’s counsel with copies (iii) for the absence of all correspondence between a quorum necessary to conduct the business of the Stockholder Meeting, (iv) to allow reasonable additional time to solicit additional proxies if the Company and its Representativeshas not received proxies representing a sufficient number of votes to adopt this Agreement, on whether or not a quorum is present or (v) if required by applicable Legal Requirements, provided that in no event shall the one hand, and Stockholder Meeting be postponed or adjourned beyond the SEC or date that is six Business Days prior to the staff End Date without the prior written consent of the SEC, on the other handParent. The Board of Directors shall make the Company shall Board Recommendation and use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments of obtain the SEC or the staff of the SEC with respect to the Proxy StatementCompany Stockholder Approval, and the Company shall consult otherwise comply with Parent and its counsel prior to submitting all Legal Requirements applicable to the SEC or the staff of the SEC any response to any such commentsStockholder Meeting. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Common Stock, or submitting to the SEC or the staff of the SEC any response to any comments of the SEC or the staff of the SEC Unless this Agreement is terminated in accordance with respect theretoSection 8.1, the Company agrees that it shall provide Parent not submit to the vote of the stockholders of the Company any Acquisition Proposal (whether or not a Superior Offer) prior to the vote of the Company’s stockholders with respect to the Merger at the Stockholder Meeting. The notice of such Stockholder Meeting shall state that a resolution to approve and its counsel a reasonable opportunity to review adopt this Agreement and comment on such documents and responsesthe Merger will be considered at the Stockholder Meeting, and no other matters shall be considered or voted upon at the Company will considerStockholder Meeting without Parent’s prior written consent (other than (i) a non-binding, advisory vote to approve or disapprove certain compensation that may become payable to the Company’s named executive officers in good faith, incorporating any such comments connection with the completion of Parent and/or its counsel prior the Merger and (ii) whether to such filing, dissemination or submissionadjourn the Stockholder Meeting in accordance with this Section 5.3(a)).

Stockholder Meeting; Proxy Statement. (a) As AINC will take all action necessary in accordance with the MGCL and AINC’s Organizational Documents to establish a record date for, duly and promptly call, give notice of, convene and hold the Stockholder Meeting. AINC will cause the Stockholder Meeting to be held as promptly as reasonably practicable following after the mailing of the Proxy Statement. As to be further provided in the Merger Agreement, AINC will, as promptly as reasonably practicable after the date hereof (of this Agreement, prepare and in any event, but subject to Parent’s timely performance of its obligations under Section 6.4(b), within fifteen (15) Business Days file a preliminary Proxy Statement with the SEC as part of the date hereof or such later date as to which Parent consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)), the Company shall prepare and shall cause registration statement to be filed with the SEC in preliminary form a proxy statement on Schedule 14A relating to the Stockholders’ Meeting (together registration of the New Holdco Stock to be issued upon the effectiveness of the Merger. AINC will respond to any comments of the SEC or its staff with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(e), respect to the Proxy Statement shall include and use its reasonable best efforts to cause the Company Recommendation, the Fairness Opinion and any materials required Proxy Statement to be provided cleared by the SEC as promptly as reasonably practicable. AINC will recommend (subject to Section 6.04(d), Section 6.04(e) and Section 6.04(f)) that the stockholders of AINC authorize and approve this Agreement and the Company pursuant to Transactions in accordance with § 2-507 of the FBCA. The Company will cause MGCL (the Proxy Statement, “AINC Recommendation”) at the time of Stockholder Meeting, and AINC will include the mailing of AINC Recommendation in the Proxy Statement (subject to Section 6.04(d), Section 6.04(e) and Section 6.04(f)), and, subject to Section 6.04(d), Section 6.04(e) and Section 6.04(f), will use its reasonable best efforts to solicit from AINC’s stockholders proxies in favor of the adoption of this Agreement and the Transactions. If, at any time prior to the Stockholder Meeting any information relating to the Remington Parties or AINC or any amendments of their respective Affiliates should be discovered that should be set forth in an amendment or supplements thereto, and at supplement to the time of Proxy Statement so that the Stockholders’ Meeting, Proxy Statement does not to 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 are made, not misleading, the Party that discovers such information will promptly notify the other Parties and, to the extent required by Law will disseminate an appropriate amendment thereof or supplement thereto describing such information to the stockholders of AINC. Notwithstanding the immediately preceding sentence, each of AINC, the Remington Companies, and the Remington Parties agrees and covenants that: (i) none of the information with respect to such Party supplied or to be supplied by such Party for inclusion in the Proxy Statement contains or will contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; providedand (ii) prior to AINC filing the preliminary Proxy Statement with the SEC, however, such Party will review the preliminary Proxy Statement and represent that no representation or warranty is made by the Company with respect to information supplied by Parent or Acquisition Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement does not contain any untrue statement of a material fact or omit to comply state any material fact required to be stated therein or necessary in all material respects with order to make the provisions statements therein, in light of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall promptly notify Parent’s counsel upon the receipt of any commentscircumstances under which they are made, whether written or oral, from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall promptly provide Parent’s counsel with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall consult with Parent and its counsel prior to submitting to the SEC or the staff of the SEC any response to any such comments. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Common Stock, or submitting to the SEC or the staff of the SEC any response to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and its counsel a reasonable opportunity to review and comment on such documents and responses, and the Company will consider, in good faith, incorporating any such comments of Parent and/or its counsel prior to such filing, dissemination or submissionnot misleading.

Stockholder Meeting; Proxy Statement. (a) As AINC will take all action necessary in accordance with the MGCL and AINC’s Organizational Documents to establish a record date for, duly and promptly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) for the purpose of voting upon the approval of this Agreement, the other Transaction Documents, and the Transactions to the extent required by the MGCL and any other applicable Law or the rules of the New York Stock Exchange. AINC will cause the Stockholder Meeting to be held as promptly as reasonably practicable following after the mailing of the Proxy Statement. As to be further provided in the Merger Agreement, AINC will, as promptly as reasonably practicable after the date hereof (of this Agreement, prepare and in any event, but subject to Parent’s timely performance of its obligations under Section 6.4(b), within fifteen (15) Business Days file a preliminary Proxy Statement with the SEC as part of the date hereof or such later date as to which Parent consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)), the Company shall prepare and shall cause registration statement to be filed with the SEC in preliminary form a proxy statement on Schedule 14A relating to the Stockholders’ Meeting (together registration of the New Holdco Stock to be issued upon the effectiveness of the Merger. AINC will respond to any comments of the SEC or its staff with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(e), respect to the Proxy Statement shall include and use its reasonable best efforts to cause the Company Recommendation, the Fairness Opinion and any materials required Proxy Statement to be provided cleared by the SEC as promptly as reasonably practicable. AINC will recommend (subject to Section 6.04(d), Section 6.04(e) and Section 6.04(f)) that the stockholders of AINC authorize and approve this Agreement and the Company pursuant to Transactions in accordance with § 2-507 of the FBCA. The Company will cause MGCL (the Proxy Statement, “AINC Recommendation”) at the time of Stockholder Meeting, and AINC will include the mailing of AINC Recommendation in the Proxy Statement (subject to Section 6.04(d), Section 6.04(e) and Section 6.04(f)), and, subject to Section 6.04(d), Section 6.04(e) and Section 6.04(f), will use its reasonable best efforts to solicit from AINC’s stockholders proxies in favor of the adoption of this Agreement and the Transactions. If, at any time prior to the Stockholder Meeting any information relating to the PM Parties or AINC or any amendments of their respective Affiliates should be discovered that should be set forth in an amendment or supplements thereto, and at supplement to the time of Proxy Statement so that the Stockholders’ Meeting, Proxy Statement does not to 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 are made, not misleading; provided, howeverthe Party that discovers such information will promptly notify the other Parties and, to the extent required by Law will disseminate an appropriate amendment thereof or supplement thereto describing such information to the stockholders of AINC. Notwithstanding the immediately preceding sentence, each of AINC, the PM Companies and the PM Parties agrees and covenants that no representation or warranty is made by (i) none of the Company information with respect to information such Party supplied or to be supplied by Parent or Acquisition Sub such Party for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause Statement contains or will contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) prior to AINC filing the preliminary Proxy Statement with the SEC, such Party will review the preliminary Proxy Statement and represent that the Proxy Statement does not contain any untrue statement of a material fact or omits to comply state any material fact required to be stated therein or necessary in all material respects with order to make the provisions statements therein, in light of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall promptly notify Parent’s counsel upon the receipt of any commentscircumstances under which they are made, whether written or oral, from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall promptly provide Parent’s counsel with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall consult with Parent and its counsel prior to submitting to the SEC or the staff of the SEC any response to any such comments. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Common Stock, or submitting to the SEC or the staff of the SEC any response to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and its counsel a reasonable opportunity to review and comment on such documents and responses, and the Company will consider, in good faith, incorporating any such comments of Parent and/or its counsel prior to such filing, dissemination or submissionnot misleading.