Common use of Stockholders’ Meeting; Proxy Material Clause in Contracts

Stockholders’ Meeting; Proxy Material. (a) Subject to the reasonable cooperation of Parent, in connection with the Company Stockholders Meeting, the Company will use its commercially reasonable efforts to, as soon as reasonably practicable after the date of this Agreement, but in any event no later than November 3, 2008, prepare and file or cause to be filed with the SEC the Company Proxy Statement. Each of Parent, Merger Sub and the Company shall furnish all information concerning itself and its Affiliates that is required to be included in the Company Proxy Statement or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of Parent, Merger Sub and the Company will use their commercially reasonable efforts to respond as soon as reasonably practicable to any comments received from the SEC with respect to the Company Proxy Statement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Company Proxy Statement and shall provide the other party with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand relating to the Company Proxy Statement. The Company shall give Parent and Merger Sub a reasonable opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Company Proxy Statement prior to transmission to the SEC or its staff. If at any time prior to the Company Stockholders Meeting, any information relating to Parent, Merger Sub, the Company or any of their respective Affiliates, officers or directors, should be discovered by Parent, Merger Sub or the Company which should be set forth in an amendment or supplement to the Company Proxy Statement so that the Proxy Statement 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company will mail or cause to be mailed to its stockholders, as soon as reasonably practicable after filing with the SEC, the Company Proxy Statement and all other customary proxy or other materials for meetings such as the Company Stockholders Meeting. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Company Proxy Statement, or any amendments or supplements thereto, prior to mailing the Company Proxy Statement to the Company’s stockholders. (b) The Company shall as soon as reasonably practicable duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Requisite Stockholder Vote as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Company Proxy Statement. Except to the extent the Company Board (or the Strategic Alternatives Committee) shall have withdrawn, modified or qualified the Company Board Recommendation as specifically permitted by Section 5.3(d) hereof, the Company shall include in the Company Proxy Statement the Company Board Recommendation and shall take all action that is both reasonable and lawful to solicit the Requisite Stockholder Vote. Notwithstanding anything to the contrary in the preceding sentence and for the avoidance of doubt, at any time prior to obtaining the Requisite Stockholder Vote, the Company may cancel the Company Stockholders Meeting if this Agreement is terminated before the meeting is held; provided, however, that the Company may postpone or adjourn the meeting if required by any Order. (c) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Stockholders Meeting, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or any of its Subsidiaries in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. The Company agrees that the Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Stockholders’ Meeting; Proxy Material. (a) Subject to the reasonable cooperation of Parent, in connection with the Company Stockholders MeetingSection 5.2(c), the Company will shall use reasonable best efforts in accordance with applicable Legal Requirements and the Company Charter Documents to (i) duly call, give notice of, convene and hold a special meeting of its commercially reasonable efforts to, stockholders (the “Company Stockholder Meeting”) as soon promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC for the purpose of voting upon the adoption of this Agreement and the approval of the Merger; (ii) solicit proxies in favor of approval of this Agreement and the Merger; and (iii) subject to the immediately succeeding sentence, include in the Proxy Statement the Company Recommendation. Subject to Section 5.2(c), neither the Company Board nor any committee thereof shall directly or indirectly (x) withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation or (y) approve, endorse or recommend any Acquisition Proposal other than the Merger (any action described in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, the Company’s obligations to call, give notice of, convene and hold the Company Stockholder Meeting in accordance with this Section 5.3(a) shall not be limited by the commencement, disclosure, announcement or submission to the Company of any Company Acquisition Proposal or by an Recommendation Withdrawal. (b) As promptly as practicable following the date of this Agreement, but in any event no later than November 3, 2008, the Company shall prepare and file or cause to be filed with the SEC a proxy statement (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Company Stockholder Meeting (provided, however, that prior to filing the Proxy Statement. Each of Parent, Merger Sub and the Company shall furnish all information concerning itself cooperate and its Affiliates that is required provide Parent and Merger Sub with a reasonable opportunity to be included in review and comment on the Company draft of the Proxy Statement (including each amendment or that is customarily included in proxy statements or other filings prepared in connection with transactions supplement thereto)). (c) The Company shall as promptly as practicable notify Parent and Merger Sub of the type contemplated receipt of any oral or written comments from the SEC relating to any request from the SEC for amendments of, or supplements to, the Proxy Statement as well as any request by this Agreementthe SEC for additional information. Each of Parent, The Company (in consultation with Parent and Merger Sub and the Company will Sub) shall use their commercially its reasonable best efforts to respond as soon as reasonably practicable to any the comments received from of the SEC with respect to the Company Proxy Statement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Company Proxy Statement and to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Proxy Statement shall have been cleared by the SEC. The Company shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on the drafts of the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with, or sending such to, the SEC (and Parent shall provide comments, if any, no later than three (3) Business Days after Parent’s receipt thereof), and the parties hereto will provide each other party with copies of all correspondence between it such filings made and its Representatives, on the one hand, and the SEC and its staff, on the other hand relating to the Company Proxy Statement. The Company shall give Parent and Merger Sub a reasonable opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Company Proxy Statement prior to transmission to the SEC or its staffSEC. If at any time prior to the Company Stockholders MeetingEffective Time, any information relating to Parent, Merger Sub, the Company or any of their respective Affiliates, officers or directors, should be discovered by Parent, Merger Sub or the Company any party which should be set forth in an amendment or supplement to the Company Proxy Statement so that the Proxy Statement shall would not contain include any untrue statement misstatement 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company will mail or cause to be mailed to its stockholders, as soon as reasonably practicable after filing with the SEC, the Company Proxy Statement and all other customary proxy or other materials for meetings such as the Company Stockholders Meeting. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Company Proxy Statement, or any amendments or supplements thereto, prior to mailing the Company Proxy Statement to the Company’s stockholders. (b) The Company shall as soon as reasonably practicable duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Requisite Stockholder Vote as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Company Proxy Statement. Except to the extent the Company Board (or the Strategic Alternatives Committee) shall have withdrawn, modified or qualified the Company Board Recommendation as specifically permitted by Section 5.3(d) hereof, the Company shall include in the Company Proxy Statement the Company Board Recommendation and shall take all action that is both reasonable and lawful to solicit the Requisite Stockholder Vote. Notwithstanding anything to the contrary in the preceding sentence and for the avoidance of doubt, at any time prior to obtaining the Requisite Stockholder Vote, the Company may cancel the Company Stockholders Meeting if this Agreement is terminated before the meeting is held; provided, however, that the Company may postpone or adjourn the meeting if required by any Order. (c) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Stockholders Meeting, 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, except that no covenant is made the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Legal Requirements, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect the SEC and disseminated by the Company to statements made or incorporated by reference therein based on information supplied by the stockholders of the Company; provided, that prior to such mailing, the Company shall provide Parent or any of its Subsidiaries in connection with the preparation of right to review and comment described in this Section 5.3(c). Subject to Section 5.2(c), the Company Recommendation shall be included in the Proxy Statement for inclusion or incorporation by reference therein. The Company agrees that the Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange ActStatement.

Stockholders’ Meeting; Proxy Material. (a) Subject to the reasonable cooperation last sentence of Parent, in connection with the Company Stockholders Meetingthis Section 5.3(a), the Company will use shall, in accordance with applicable law and the Certificate of Incorporation and the by-laws of the Company duly call, give notice of, convene and hold a special meeting of its commercially reasonable efforts to, stockholders (the "Special Meeting") as soon promptly as reasonably practicable after the date hereof for the purpose of considering and taking action upon the adoption of this Agreement, but in any event no later than November 3, 2008, prepare and file or cause to be filed with the SEC the Company Proxy Statement. Each of Parent, Merger Sub and the Company shall furnish all information concerning itself and its Affiliates that is required to be included in the Company Proxy Statement or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of Parent, Merger Sub and the Company will use their commercially reasonable efforts to respond as soon as reasonably practicable to any comments received from the SEC with respect to the Company Proxy Statement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Company Proxy Statement and shall provide the other party with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand relating to the Company Proxy Statement. The Company shall give Parent and Merger Sub a reasonable opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Company Proxy Statement prior to transmission to the SEC or its staff. If at any time prior to the Company Stockholders Meeting, any information relating to Parent, Merger Sub, the Company or any of their respective Affiliates, officers or directors, should be discovered by Parent, Merger Sub or the Company which should be set forth in an amendment or supplement to the Company Proxy Statement so that the Proxy Statement 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC Agreement and, to the extent required by applicable law, disseminated to the stockholders Distribution (the "Company Approval Matters"). The Board of Directors of the Company shall recommend approval and adoption of the Company Approval Matters by the Company. The 's stockholders; provided that the Board of -------- Directors of the Company will mail may withdraw, modify or cause to be mailed to its stockholderschange such recommendation if (i) it believes in good faith that a Superior Proposal (as defined in Section 5.5) has been made and (ii) it has determined in good faith, as soon as reasonably practicable after filing consultation with the SECCompany's outside counsel, that the withdrawal, modification or change of such recommendation is necessary to comply with the fiduciary duties of the Board of Directors of the Company Proxy Statement and all other customary proxy or other materials for meetings such as the Company Stockholders Meeting. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Company Proxy Statement, or any amendments or supplements thereto, prior to mailing the Company Proxy Statement to the Company’s stockholdersunder applicable law. (b) The Company shall as soon as reasonably practicable duly call, give notice of, convene and hold Promptly following the Company Stockholders Meeting for the purpose date of obtaining the Requisite Stockholder Vote as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Company Proxy Statement. Except to the extent the Company Board (or the Strategic Alternatives Committee) shall have withdrawn, modified or qualified the Company Board Recommendation as specifically permitted by Section 5.3(d) hereofthis Agreement, the Company shall include in prepare and file with the SEC a proxy statement relating to the Company Approval Matters (together with any amendments thereof and any supplements thereto, the "Proxy Statement Statement"). Promptly following the Company Board Recommendation and shall take all action that is both reasonable and lawful to solicit the Requisite Stockholder Vote. Notwithstanding anything to the contrary in the preceding sentence and for the avoidance date of doubt, at any time prior to obtaining the Requisite Stockholder Votethis Agreement, the Company may cancel shall also prepare and file with the SEC the Distribution Statement. Parent and the Company Stockholders Meeting if this Agreement shall cooperate with each other in connection with the preparation of the foregoing documents. The Company will use commercially reasonable efforts to cause the Proxy Statement and the Distribution Statement to be mailed to the Company's stockholders as promptly as practicable after the Distribution Statement is terminated before declared effective by the meeting is held; provided, however, that the Company may postpone or adjourn the meeting if required by any OrderSEC. (c) The Company shall as promptly as practicable notify (and provide copies to) Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or receipt of any comments from the SEC relating to be supplied the Proxy Statement and the Distribution Statement. All filings by it or its Subsidiaries for inclusion or incorporation by reference in the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto willthereto, at shall be subject to the date prior review of mailing Parent, and all mailings to the Company's stockholders and at the time of the Company Stockholders Meeting, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or any of its Subsidiaries in connection with the preparation transactions contemplated by this Agreement shall be subject to the prior review of the Company Proxy Statement for inclusion or incorporation by reference therein. The Company agrees that the Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange ActParent.

Stockholders’ Meeting; Proxy Material. (a) Subject to the reasonable cooperation next two sentences of Parent, in connection with the Company Stockholders Meetingthis Section 5.2(a), the Company will use shall, acting through its commercially reasonable efforts toBoard of Directors and in accordance with applicable law and the Certificate of Incorporation and the by-laws of the Company, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon promptly as reasonably practicable after the date hereof for the purpose of considering and taking action upon this Agreement and the Transactions and shall take all lawful action to solicit proxies in favor of the approval of this Agreement and the Transactions, including the Charter Amendment. The Board of Directors of the Company shall recommend approval of the Charter Amendment and the Reclassification by the Company's stockholders (the "Company Recommendation"); provided that, notwithstanding anything in this Agreement to the contrary, the Board of Directors of the Company may determine (1) not to make or may withdraw, modify or change such recommendation (a "Change in Recommendation"), and (2) not to use such efforts to solicit proxies in favor of this Agreement and the Transactions if, in the case of both clauses (1) and (2), it has determined in good faith, based on such matters as it deems relevant, including the advice of the Company's outside legal counsel, that (x) it has received a Superior Proposal and (y) such action is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law. The Company may, if it receives a bona fide unsolicited Acquisition Proposal (as defined in Section 5.4(b) hereof) delay the mailing of the Proxy Statement or the holding of the Special Meeting, in each case for such reasonable period as would provide a reasonable opportunity for the Company's Board of Directors to consider such Acquisition Proposal and to determine the effect, if any, on its recommendation in favor of the Transactions. (b) Promptly following the date of this Agreement, but in any event no later than November 3, 2008, prepare and file or cause to be filed with the SEC the Company shall prepare a proxy statement relating to the approval of the Charter Amendment and the Reclassification, by the Company's stockholders (as amended or supplemented, the "Proxy Statement"), and the parties hereto shall prepare a Schedule 13E-3 filing (as amended or supplemented, the "Schedule 13E-3"). Each of Parent, Merger Sub K Holdings and the Company shall furnish all information concerning itself and its Affiliates that is required to be included in the Company Proxy Statement or that is customarily included in proxy statements or cooperate with each other filings prepared in connection with transactions the preparation of the type contemplated by this Agreementforegoing documents. Each of Parent, Merger Sub and the The Company will use their commercially its reasonable best efforts to respond as soon as reasonably practicable have the Proxy Statement, and the parties hereto will use their reasonable best efforts to any comments received from have the Schedule 13E-3, cleared by the SEC with respect to as promptly as practicable after such filing. Immediately following the Holding Company Merger, the Company Proxy Statement. Each party shall prepare and file with the SEC a Form 8-K announcing such merger. (c) The Company shall as promptly as practicable notify the other party upon K Holdings of the receipt of any oral or written comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Company Proxy Statement and shall provide the other party with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand relating to the Company Proxy Statement. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall give Parent cooperate and Merger Sub provide K Holdings with a reasonable opportunity to review and comment on any the draft of the Proxy Statement (including each amendment or supplement thereto), and the parties hereto shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and the parties hereto will provide each other with a copy of all such filings made and correspondence with the SEC or its staff or any proposed material to be included in the Company Proxy Statement prior to transmission to the SEC or its staffSEC. If at any time prior to the Company Stockholders MeetingEffective Time, any information relating to Parent, Merger Sub, the Company or any of their respective Affiliates, officers or directors, should be discovered by Parent, Merger Sub or the Company any party which should be set forth in an amendment or supplement to the Company Proxy Statement or the Schedule 13E-3 so that the Proxy Statement shall or the Schedule 13E-3 would not contain include any untrue statement misstatement 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company will mail or cause to be mailed to its stockholders, as soon as reasonably practicable after filing with the SEC, the Company Proxy Statement and all other customary proxy or other materials for meetings such as the Company Stockholders Meeting. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Company Proxy Statement, or any amendments or supplements thereto, prior to mailing the Company Proxy Statement to the Company’s stockholders. (b) The Company shall as soon as reasonably practicable duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Requisite Stockholder Vote as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Company Proxy Statement. Except to the extent the Company Board (or the Strategic Alternatives Committee) shall have withdrawn, modified or qualified the Company Board Recommendation as specifically permitted by Section 5.3(d) hereof, the Company shall include in the Company Proxy Statement the Company Board Recommendation and shall take all action that is both reasonable and lawful to solicit the Requisite Stockholder Vote. Notwithstanding anything to the contrary in the preceding sentence and for the avoidance of doubt, at any time prior to obtaining the Requisite Stockholder Vote, the Company may cancel the Company Stockholders Meeting if this Agreement is terminated before the meeting is held; provided, however, that the Company may postpone or adjourn the meeting if required by any Order. (c) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Stockholders Meeting, 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, except that no covenant is made the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by the Company with respect to statements made Law, rules or incorporated by reference therein based on regulations, an appropriate amendment or supplement describing such information supplied by Parent or any of its Subsidiaries in connection shall be promptly filed with the preparation SEC and disseminated to the stockholders of the Company Proxy Statement for inclusion or incorporation by reference therein. The Company agrees that the Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange ActCompany.

Stockholders’ Meeting; Proxy Material. (a) Subject The Company shall take all actions necessary in accordance with applicable Law and the Company’s Organizational Documents to duly call, give notice of, convene and hold a special meeting of its stockholders (the reasonable cooperation of Parent, in connection with the “Company Stockholders Stockholder Meeting, the Company will use its commercially reasonable efforts to, ”) as soon promptly as reasonably practicable after the date of this Agreement for the purpose of voting upon the adoption of this Agreement and the approval of the Merger and shall use its reasonable best efforts to solicit proxies in favor of approval of this Agreement and the Merger. (b) As promptly as practicable following the date of this Agreement, but in any event no later than November 3, 2008, the Company shall prepare and file or cause to be filed with the SEC a proxy statement (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Company Stockholder Meeting; provided, however, that prior to filing the Proxy Statement. Each of Parent, the Company shall cooperate and provide Parent and Merger Sub with a reasonable opportunity to review and comment on the Company draft of the Proxy Statement (including each amendment or supplement thereto). Parent shall furnish all information concerning itself it and its Affiliates that is required to be included in Merger Sub as the Company Proxy Statement or that is customarily included in proxy statements or other filings prepared may reasonably request in connection with transactions the preparation of the type contemplated by this Agreement. Each of Parent, Proxy Statement. (c) The Company shall as promptly as practicable notify Parent and Merger Sub of the receipt of any oral or written comments from the SEC relating to any request from the SEC for amendments of, or supplements to, the Proxy Statement as well as any request by the SEC for additional information. The Company (in consultation with Parent and the Company will Merger Sub) shall use their commercially its reasonable best efforts to respond as soon as reasonably practicable to any the comments received from of the SEC with respect to the Company Proxy Statement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Company Proxy Statement and to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Proxy Statement shall have been cleared by the SEC. The Company shall cooperate and provide Parent and Merger Sub with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with, or sending such to, the SEC, and the parties hereto will provide each other party with copies of all correspondence between it such filings made and its Representatives, on the one hand, and the SEC and its staff, on the other hand relating to the Company Proxy Statement. The Company shall give Parent and Merger Sub a reasonable opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Company Proxy Statement prior to transmission to the SEC or its staffSEC. If at any time prior to the Company Stockholders MeetingEffective Time, any information relating to Parent, Merger Sub, the Company or any of their respective Affiliates, officers or directors, should be discovered by Parent, Merger Sub or the Company any party which should be set forth in an amendment or supplement to the Company Proxy Statement so that the Proxy Statement shall would not contain include any untrue statement misstatement 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company will mail or cause to be mailed to its stockholders, as soon as reasonably practicable after filing with the SEC, the Company Proxy Statement and all other customary proxy or other materials for meetings such as the Company Stockholders Meeting. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Company Proxy Statement, or any amendments or supplements thereto, prior to mailing the Company Proxy Statement to the Company’s stockholders. (b) The Company shall as soon as reasonably practicable duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Requisite Stockholder Vote as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Company Proxy Statement. Except to the extent the Company Board (or the Strategic Alternatives Committee) shall have withdrawn, modified or qualified the Company Board Recommendation as specifically permitted by Section 5.3(d) hereof, the Company shall include in the Company Proxy Statement the Company Board Recommendation and shall take all action that is both reasonable and lawful to solicit the Requisite Stockholder Vote. Notwithstanding anything to the contrary in the preceding sentence and for the avoidance of doubt, at any time prior to obtaining the Requisite Stockholder Vote, the Company may cancel the Company Stockholders Meeting if this Agreement is terminated before the meeting is held; provided, however, that the Company may postpone or adjourn the meeting if required by any Order. (c) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Stockholders Meeting, 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, except that no covenant is made the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect the SEC and disseminated by the Company to statements made or incorporated by reference therein based on information supplied by the stockholders of the Company; provided that prior to such mailing, the Company shall provide Parent or any of its Subsidiaries in connection with the preparation right to review and comment described in this Section 5.3(c). Subject to Section 5.2(e), the Company Recommendation, together with a copy of the Company opinion referred to in Section 3.23, shall be included in the Proxy Statement for inclusion or incorporation by reference thereinStatement. The Company agrees that the Company Proxy Statement will comply as to form in all material respects with the requirements Table of the Exchange Act.Contents

Stockholders’ Meeting; Proxy Material. (a) Subject The Company shall take all action necessary to duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the approval of this Agreement by the Company stockholders in accordance with applicable Law and as provided in this Agreement (including postponing or adjourning the Company Stockholders Meeting if necessary to solicit additional votes and requested to do so by Parent) as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Company Proxy Statement. Except to the extent the Company Board (acting through the Special Committee, if in existence) shall have withdrawn, modified or qualified the Company Board Recommendation as specifically permitted by Section 5.3(e) hereof, the Company shall include in the Company Proxy Statement the Company Board Recommendation and shall take all reasonable cooperation of Parentand lawful action to solicit the Requisite Company Vote. Unless this Agreement is validly terminated in accordance with its terms pursuant to Article VII, in the Company shall promptly submit this Agreement to its stockholders at the Company Stockholders Meeting even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Recommendation Change or proposed or announced any intention to do so. (b) In connection with the Company Stockholders Meeting, the Company will use its commercially reasonable efforts to, (i) as soon promptly as reasonably practicable after the date of this Agreement, but in any event no later than November 3, 2008, Agreement prepare and file or cause to be filed with the SEC the Company Proxy Statement. Each of Parent, Merger Sub and the Company shall furnish all information concerning itself and its Affiliates that is required to be included in the Company Proxy Statement or that is customarily included in proxy statements or other filings prepared in connection with transactions of and, as promptly as reasonably practicable after the type contemplated by this Agreement. Each of ParentSolicitation Period End-Time, Merger Sub and file the Company will use their commercially reasonable efforts to Proxy Statement with the SEC, (ii) respond as soon promptly as reasonably practicable to any comments received from the SEC with respect to the Company Proxy Statement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Company Proxy Statement such filings and shall provide the other party with copies of all correspondence between it such comments to Parent and its Representatives, on the one hand, Merger Sub promptly upon receipt and the SEC and its staff, on the other hand relating copies of proposed responses to the Company Proxy Statement. The Company shall give Parent and Merger Sub a reasonable time prior to filing to allow meaningful comment, (iii) as promptly as reasonably practicable prepare and file (after Parent and Merger Sub have had a reasonable opportunity to review and comment on on) any correspondence with the SEC amendments or its staff or any proposed material supplements necessary to be included filed in response to any SEC comments or as required by Law, (iv) mail to its stockholders as promptly as reasonably practicable the Company Proxy Statement prior to transmission and all other customary proxy or other materials for meetings such as the Company Stockholders Meeting, (v) to the SEC extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the Company stockholders any supplement or its staff. If amendment to the Company Proxy Statement if any event shall occur which requires such action at any time prior to the Company Stockholders Meeting, and (vi) otherwise use commercially reasonable efforts to comply with all requirements of Law applicable to any Company Stockholders Meeting and the Merger. Parent and Merger Sub shall cooperate with the Company in connection with the preparation of the Company Proxy Statement and any amendments or supplements thereto, including promptly furnishing the Company upon request with any and all information as may be required to be set forth in the Company Proxy Statement or any amendments or supplements thereto under applicable Law. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Company Proxy Statement, or any amendments or supplements thereto, prior to mailing the Company Proxy Statement to its stockholders. (c) If, at any time prior to the Effective Time, any information relating to Parentthe Company, Parent or Merger Sub, the Company Sub or any of their respective Affiliates, officers or directors, Affiliates should be discovered by Parentthe Company, Parent or Merger Sub or the Company which should be set forth in an amendment or supplement to the Company Proxy Statement so that the Company Proxy Statement 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC parties and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company will mail or cause to be mailed to its stockholders, as soon as reasonably practicable after filing with the SECLaw, the Company Proxy Statement and all other customary proxy shall disseminate an appropriate amendment thereof or other materials for meetings supplement thereto describing such as the Company Stockholders Meeting. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Company Proxy Statement, or any amendments or supplements thereto, prior to mailing the Company Proxy Statement information to the Company’s stockholders. (b) The Company shall as soon as reasonably practicable duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Requisite Stockholder Vote as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Company Proxy Statement. Except to the extent the Company Board (or the Strategic Alternatives Committee) shall have withdrawn, modified or qualified the Company Board Recommendation as specifically permitted by Section 5.3(d) hereof, the Company shall include in the Company Proxy Statement the Company Board Recommendation and shall take all action that is both reasonable and lawful to solicit the Requisite Stockholder Vote. Notwithstanding anything to the contrary in the preceding sentence and for the avoidance of doubt, at any time prior to obtaining the Requisite Stockholder Vote, the Company may cancel the Company Stockholders Meeting if this Agreement is terminated before the meeting is held; provided, however, that the Company may postpone or adjourn the meeting if required by any Order. (c) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Stockholders Meeting, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or any of its Subsidiaries in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein. The Company agrees that the Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Stockholders’ Meeting; Proxy Material. (a) Subject to the reasonable cooperation of Parent, in connection with the Company Stockholders MeetingSection 5.2(d), the Company will shall use reasonable best efforts in accordance with applicable Law and the Company’s Organizational Documents to duly call, give notice of, convene and hold a special meeting of its commercially reasonable efforts to, stockholders (the “Company Stockholder Meeting”) as soon promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC for the purpose of voting upon the adoption of this Agreement and the approval of the Merger and shall use its reasonable best efforts to solicit proxies in favor of approval of this Agreement and the Merger. (b) Subject to Section 5.2(d), as promptly as practicable following the date of this Agreement, but in any event no later than November 3, 2008, (i) the Company shall prepare and file with the SEC a proxy statement (together with any amendments thereof or cause supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to be filed the Company Stockholder Meeting (provided, however, that prior to filing the Proxy Statement, the Company shall cooperate and provide Parent and Merger Sub with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto)) and (ii) the parties hereto shall prepare and file with the SEC the Company Proxy StatementSchedule 13E-3. Each of Parent, Merger Sub and the Company Parent shall furnish all information concerning itself it and its Affiliates that is required to be included in Merger Sub as the Company may reasonably request in connection with the preparation of the Proxy Statement and the Schedule 13E-3. (c) The Company shall as promptly as practicable notify Parent and Merger Sub of the receipt of any oral or written comments from the SEC relating to any request from the SEC for amendments of, or supplements to, the Proxy Statement or that is customarily included the Schedule 13E-3 as well as any request by the SEC for additional information. The Company (in proxy statements or other filings prepared in connection consultation with transactions of the type contemplated by this Agreement. Each of Parent, Parent and Merger Sub and the Company will Sub) shall use their commercially its reasonable best efforts to respond as soon as reasonably practicable to any the comments received from of the SEC with respect to the Company Proxy Statement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Company Proxy Statement and the Schedule 13E-3 and to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Proxy Statement shall have been cleared by the SEC. The Company shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on the drafts of the Proxy Statement and the Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with, or sending such to, the SEC (and Parent shall provide comments, if any, no later than three (3) Business Days after Parent’s receipt thereof), and the parties hereto will provide each other party with copies of all correspondence between it such filings made and its Representatives, on the one hand, and the SEC and its staff, on the other hand relating to the Company Proxy Statement. The Company shall give Parent and Merger Sub a reasonable opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Company Proxy Statement prior to transmission to the SEC or its staffSEC. If at any time prior to the Company Stockholders MeetingEffective Time, any information relating to Parent, Merger Sub, the Company or any of their respective Affiliates, officers or directors, should be discovered by Parent, Merger Sub or the Company any party which should be set forth in an amendment or supplement to the Company Proxy Statement or Schedule 13E-3 so that the Proxy Statement shall or Schedule 13E-3, as the case may be, would not contain include any untrue statement misstatement 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company will mail or cause to be mailed to its stockholders, as soon as reasonably practicable after filing with the SEC, the Company Proxy Statement and all other customary proxy or other materials for meetings such as the Company Stockholders Meeting. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Company Proxy Statement, or any amendments or supplements thereto, prior to mailing the Company Proxy Statement to the Company’s stockholders. (b) The Company shall as soon as reasonably practicable duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Requisite Stockholder Vote as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Company Proxy Statement. Except to the extent the Company Board (or the Strategic Alternatives Committee) shall have withdrawn, modified or qualified the Company Board Recommendation as specifically permitted by Section 5.3(d) hereof, the Company shall include in the Company Proxy Statement the Company Board Recommendation and shall take all action that is both reasonable and lawful to solicit the Requisite Stockholder Vote. Notwithstanding anything to the contrary in the preceding sentence and for the avoidance of doubt, at any time prior to obtaining the Requisite Stockholder Vote, the Company may cancel the Company Stockholders Meeting if this Agreement is terminated before the meeting is held; provided, however, that the Company may postpone or adjourn the meeting if required by any Order. (c) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Stockholders Meeting, 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, except that no covenant is made the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect the SEC and disseminated by the Company to statements made or incorporated by reference therein based on information supplied by the stockholders of the Company; provided, that prior to such mailing, the Company shall provide Parent or any of its Subsidiaries in connection with the preparation of right to review and comment described in this Section 5.3(c). Subject to Section 5.2(d), the Company Recommendation shall be included in the Proxy Statement for inclusion Statement. (d) Nothing in this Section 5.3 shall be deemed to prevent the Company, the Company Board or incorporation by reference therein. the Special Committee from taking any action they are permitted or required to take under, and in compliance with, Section 5.2 or are required to take under applicable Law. (e) The Company agrees that will timely file with the Company Proxy Statement SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act and such filings will comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, at the time of such filing.

Stockholders’ Meeting; Proxy Material. (a) Subject As promptly as is reasonably practicable following the date of this Agreement, the Company shall prepare a preliminary proxy statement relating to the approval of the Merger by the Company’s stockholders (as amended or supplemented, the “Proxy Statement”), which shall, subject to Section 5.2(d), include the Company Recommendation. The Company shall provide Parent with a reasonable cooperation opportunity to review and comment on such draft, and once such draft is in a form reasonably acceptable to each of ParentParent and the Company, in connection the Company shall file the Company Proxy Statement with the SEC. Parent and Acquisition Sub will timely supply the Company Stockholders Meetingwith such Acquiror Entity Information as is required or desirable to be included in the Proxy Statement, it being understood that the Company will not include any Acquiror Entity Information not supplied or approved by Parent (which approval will not be unreasonably withhold or delayed). The Company will use its commercially reasonable efforts to, to have the Proxy Statement cleared by the SEC as soon promptly as practicable after such filing. (b) The Company shall as promptly as is reasonably practicable after the date notify Parent and Acquisition Sub of this Agreement, but in any event no later than November 3, 2008, prepare and file or cause to be filed with the SEC the Company Proxy Statement. Each of Parent, Merger Sub and the Company shall furnish all information concerning itself and its Affiliates that is required to be included in the Company Proxy Statement or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of Parent, Merger Sub and the Company will use their commercially reasonable efforts to respond as soon as reasonably practicable to any comments received from the SEC with respect to the Company Proxy Statement. Each party shall promptly notify the other party upon the receipt of any oral or written comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Company Proxy Statement and shall provide the other party with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand relating to the Company Proxy Statement. The Company shall give cooperate and provide Parent and Merger Acquisition Sub with a reasonable opportunity to review and comment on any each amendment or supplement to the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and the parties hereto will provide each other with copies of all such filings made and correspondence with the SEC or SEC. The Company will use its staff or any proposed material commercially reasonable efforts to cause the Proxy Statement to be included in mailed to the Company’s stockholders as promptly as practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement prior to transmission to the SEC or its staffStatement. If at any time prior to the Company Stockholders MeetingEffective Time, any information relating to Parent, Merger Sub, the Company or any of their respective Affiliates, officers or directors, should be discovered by Parent, Merger Sub or the Company any party which should be set forth in an amendment or supplement to the Company Proxy Statement so that the Proxy Statement shall would not contain include any untrue statement misstatement 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company will mail or cause to be mailed to its stockholders, as soon as reasonably practicable after filing with the SEC, the Company Proxy Statement and all other customary proxy or other materials for meetings such as the Company Stockholders Meeting. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Company Proxy Statement, or any amendments or supplements thereto, prior to mailing the Company Proxy Statement to the Company’s stockholders. (b) The Company shall as soon as reasonably practicable duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Requisite Stockholder Vote as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Company Proxy Statement. Except to the extent the Company Board (or the Strategic Alternatives Committee) shall have withdrawn, modified or qualified the Company Board Recommendation as specifically permitted by Section 5.3(d) hereof, the Company shall include in the Company Proxy Statement the Company Board Recommendation and shall take all action that is both reasonable and lawful to solicit the Requisite Stockholder Vote. Notwithstanding anything to the contrary in the preceding sentence and for the avoidance of doubt, at any time prior to obtaining the Requisite Stockholder Vote, the Company may cancel the Company Stockholders Meeting if this Agreement is terminated before the meeting is held; provided, however, that the Company may postpone or adjourn the meeting if required by any Order. (c) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Stockholders Meeting, 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, except that no covenant is made the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by Applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect the SEC and disseminated by the Company to statements made the stockholders of the Company. (c) Following the clearance of the Proxy Statement with the SEC, and subject to the other provisions of this Agreement (including Section 5.2(d)), the Company, acting through the Company Board and in accordance with Applicable Law, the Company Certificate of Incorporation, the Company Bylaws and the rules of the Nasdaq Stock Market, shall use its commercially reasonable efforts to duly call, give notice of, convene and hold a special meeting of its stockholders (the “Special Meeting”) as promptly as practicable after the date hereof for the purpose of considering and taking action upon this Agreement and the Merger and shall use its commercially reasonable efforts to solicit proxies in favor of approval of this Agreement and the transactions contemplated hereby, including the Merger; provided, however, for the avoidance of doubt, the Company may postpone or incorporated adjourn the Special Meeting: (i) with the consent of Parent, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated to and reviewed by reference therein based on information supplied the Company’s stockholders prior to the Company Meeting, or (iv) if the Company has provided a Notice of Superior Proposal contemplated by Section 5.2(d)(C)(ii), during the five Business Day period contemplated thereby. (d) Except as provided in this Section 5.2(d), the Company Board shall neither withdraw, modify or change, nor resolve to withdraw, modify or change, in any manner adverse to Parent or Acquisition Sub, the Company Recommendation, nor take any of its Subsidiaries other action or make any other public statement in connection with the preparation Special Meeting inconsistent with such recommendation (any of the Company Proxy Statement for inclusion foregoing, a “Change in Recommendation”). Notwithstanding the foregoing or incorporation by reference therein. The Company agrees that anything else in this Agreement to the contrary, the Company Proxy Statement will comply as Board may determine (i) to form effect a Change in Recommendation and (ii) not to solicit proxies in favor of approval of this Agreement and the transactions contemplated hereby, including the Merger, if (A) the Company has complied in all material respects with its obligations under Section 5.4, (B) the requirements Company Board has determined in good faith, after consultation with its independent outside legal and financial advisors, that failure to take such action would result in a violation of its fiduciary responsibilities to the Company’s stockholders under Applicable Law and (C) if the Company Board intends to effect a Change in Recommendation following and as a result of an Acquisition Proposal, (i) the Company Board has concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal, (ii) the Company Board has provided five Business Days’ prior written notice (a “Notice of Superior Proposal”) advising Parent that the Company Board intends to take such action and specifying the reasons therefor, including the terms and conditions of the Exchange ActSuperior Proposal that is the basis of the proposed action by the Company Board (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Superior Proposal and a new five Business Day period), (iii) during such five Business Day period, if requested by Parent, the Company has engaged in and has caused its legal and financial advisors to engage in good faith negotiations with Parent (to the extent Parent desires to negotiate) to amend this Agreement in such a manner that the Acquisition Proposal which was determined to constitute a Superior Proposal is no longer a Superior Proposal and (iv) at the end of such five Business Day period, such Acquisition Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account any changes to the terms of this Agreement proposed by Parent in response to a Notice of Superior Proposal, as a result of the negotiations required by clause (iii) or otherwise).

Stockholders’ Meeting; Proxy Material. (a) Subject The Company shall take all actions necessary in accordance with applicable Law and the Company’s Organizational Documents to duly call, give notice of, convene and hold a special meeting of its stockholders (the reasonable cooperation of Parent, in connection with the “Company Stockholders Stockholder Meeting, the Company will use its commercially reasonable efforts to, ”) as soon promptly as reasonably practicable after the date of this Agreement for the purpose of voting upon the adoption of this Agreement and the approval of the Merger and shall use its reasonable best efforts to solicit proxies in favor of approval of this Agreement and the Merger. (b) As promptly as practicable following the date of this Agreement, but in any event no later than November 3, 2008, the Company shall prepare and file or cause to be filed with the SEC a proxy statement (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Company Stockholder Meeting; provided, however, that prior to filing the Proxy Statement. Each of Parent, the Company shall cooperate and provide Parent and Merger Sub with a reasonable opportunity to review and comment on the Company draft of the Proxy Statement (including each amendment or supplement thereto). Parent shall furnish all information concerning itself it and its Affiliates that is required to be included in Merger Sub as the Company Proxy Statement or that is customarily included in proxy statements or other filings prepared may reasonably request in connection with transactions the preparation of the type contemplated by this Agreement. Each of Parent, Proxy Statement. (c) The Company shall as promptly as practicable notify Parent and Merger Sub of the receipt of any oral or written comments from the SEC relating to any request from the SEC for amendments of, or supplements to, the Proxy Statement as well as any request by the SEC for additional information. The Company (in consultation with Parent and the Company will Merger Sub) shall use their commercially its reasonable best efforts to respond as soon as reasonably practicable to any the comments received from of the SEC with respect to the Company Proxy Statement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Company Proxy Statement and to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Proxy Statement shall have been cleared by the SEC. The Company shall cooperate and provide Parent and Merger Sub with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with, or sending such to, the SEC, and the parties hereto will provide each other party with copies of all correspondence between it such filings made and its Representatives, on the one hand, and the SEC and its staff, on the other hand relating to the Company Proxy Statement. The Company shall give Parent and Merger Sub a reasonable opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Company Proxy Statement prior to transmission to the SEC or its staffSEC. If at any time prior to the Company Stockholders MeetingEffective Time, any information relating to Parent, Merger Sub, the Company or any of their respective Affiliates, officers or directors, should be discovered by Parent, Merger Sub or the Company any party which should be set forth in an amendment or supplement to the Company Proxy Statement so that the Proxy Statement shall would not contain include any untrue statement misstatement 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company will mail or cause to be mailed to its stockholders, as soon as reasonably practicable after filing with the SEC, the Company Proxy Statement and all other customary proxy or other materials for meetings such as the Company Stockholders Meeting. The Company will provide Parent and Merger Sub a reasonable opportunity to review and comment upon the Company Proxy Statement, or any amendments or supplements thereto, prior to mailing the Company Proxy Statement to the Company’s stockholders. (b) The Company shall as soon as reasonably practicable duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Requisite Stockholder Vote as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Company Proxy Statement. Except to the extent the Company Board (or the Strategic Alternatives Committee) shall have withdrawn, modified or qualified the Company Board Recommendation as specifically permitted by Section 5.3(d) hereof, the Company shall include in the Company Proxy Statement the Company Board Recommendation and shall take all action that is both reasonable and lawful to solicit the Requisite Stockholder Vote. Notwithstanding anything to the contrary in the preceding sentence and for the avoidance of doubt, at any time prior to obtaining the Requisite Stockholder Vote, the Company may cancel the Company Stockholders Meeting if this Agreement is terminated before the meeting is held; provided, however, that the Company may postpone or adjourn the meeting if required by any Order. (c) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Stockholders Meeting, 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, except that no covenant is made the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with respect the SEC and disseminated by the Company to statements made or incorporated by reference therein based on information supplied by the stockholders of the Company; provided that prior to such mailing, the Company shall provide Parent or any of its Subsidiaries in connection with the preparation right to review and comment described in this Section 5.3(c). Subject to Section 5.2(e), the Company Recommendation, together with a copy of the Company opinion referred to in Section 3.23, shall be included in the Proxy Statement for inclusion or incorporation by reference therein. The Company agrees that the Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange ActStatement.