Common use of The Proxy Statement and the Special Meeting Clause in Contracts

The Proxy Statement and the Special Meeting. (a) As promptly as reasonably practicable after the Execution Date, but in any event within 10 Business Days following the date on which Buyer has received written notice from Alta Mesa and Kingfisher that Alta Mesa and Kingfisher each believes that the information required to be provided by the Alta Mesa Entities hereunder and Kingfisher pursuant to the Kingfisher Contribution Agreement has been delivered to Buyer, Buyer will prepare and file with the SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act with respect to the transactions contemplated by this Agreement, the Kingfisher Contribution Agreement and the Riverstone Contribution Agreement (the “Proxy Statement”) in preliminary form; provided, however, that such 10 Business Day period shall not elapse if Buyer provides a reasonably detailed written notice to Alta Mesa or Kingfisher regarding information that is required but has not yet been received by Buyer from Alta Mesa or Kingfisher for the Proxy Statement, in which case the 10 Business Day period shall re-commence after Buyer receives such information from Alta Mesa or Kingfisher, as appropriate. Buyer shall as promptly as practicable notify the Contributor and the Alta Mesa Entities of the receipt of any oral or written comments from the SEC relating to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Buyer shall cooperate and provide the Contributor and the Alta Mesa Entities with a reasonable opportunity to review and comment on 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 and give due consideration to all comments reasonably proposed by the Contributor and the Alta Mesa Entities in respect of such documents and responses prior to filing such with or sending such to the SEC, and the Parties will provide each other with copies of all such filings made and correspondence with the SEC. The Buyer Board Recommendation shall be included in the Proxy Statement. Buyer will use its commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Buyer will cause the Proxy Statement to be transmitted to the holders of Buyer Common Stock as promptly as practicable, but in any event within 5 Business Days, following the date on which the SEC confirms it has no further comments on the Proxy Statement.

The Proxy Statement and the Special Meeting. (a) As promptly as reasonably practicable after the Execution Date, but in any event within 10 Business Days following the date on which Buyer has received written notice from Alta Mesa Company and Kingfisher that Alta Mesa and Kingfisher each believes that the information required Contributor shall use reasonable best efforts to be provided by the Alta Mesa Entities hereunder and Kingfisher pursuant to the Kingfisher Contribution Agreement has been delivered to Buyer, Buyer will prepare and file with the SEC as promptly as practicable, a proxy statement containing the information specified in Schedule 14A of the Exchange Act with respect to the transactions contemplated by this Agreement, Transactions for the Kingfisher Contribution Agreement and the Riverstone Contribution Agreement purpose of obtaining Stockholder Approval (the “Proxy Statement”) in preliminary form; provided, however, that such 10 Business Day period shall not elapse if Buyer provides a reasonably detailed written notice to Alta Mesa or Kingfisher regarding information that is required but has not yet been received by Buyer from Alta Mesa or Kingfisher for the Proxy Statement, in which case the 10 Business Day period shall re-commence after Buyer receives such information from Alta Mesa or Kingfisher, as appropriate. Buyer The Company shall as promptly as practicable notify Contributor of any correspondence with the Contributor and SEC relating to the Alta Mesa Entities of Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. Buyer The Company and Contributor shall cooperate with respect to the review of and provide the Contributor and the Alta Mesa Entities with a reasonable opportunity any comments to review and comment on 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 and give due consideration to all comments reasonably proposed by the Contributor and the Alta Mesa Entities in respect of such documents and responses prior to filing such with or sending such to the SEC, and the Parties will provide each other with copies of all such filings made and correspondence with the SEC. The Buyer Board Recommendation shall be included in the Proxy Statement. Buyer Company and Contributor will use its commercially reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Buyer In furtherance of the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will (A) provide the Contributor Parties with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (B) consider in good faith all comments reasonably proposed by the Contributing Parties and (C) not include in such document or response any information regarding the Contributing Parties or any of their respective Affiliates or any of their respective assets or operations prior to receiving the approval of Contributor, which approval shall not be unreasonably withheld, conditioned or delayed, unless such information is supplied by Contributor expressly for inclusion in the Proxy Statement and such information is included in the Proxy Statement without substantive modification. The Company will cause the Proxy Statement to be transmitted to the holders of Buyer Company Common Stock as promptly as practicable, but in any event within 5 Business Days, practicable following the date on which the SEC confirms it has no further comments on the Proxy Statement.

The Proxy Statement and the Special Meeting. (a) As promptly as reasonably practicable after the Execution Date, but in any event within 10 ten (10) Business Days following the date on which Buyer has received written notice from Alta Mesa and Kingfisher Contributor that Alta Mesa and Kingfisher each it believes that the information required to be provided by Contributor or the Alta Mesa Entities Companies hereunder and Kingfisher pursuant to the Kingfisher Contribution Agreement has been delivered to Buyer, Buyer will prepare and file with the SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act with respect to the transactions contemplated by this Agreement, the Kingfisher Contribution Agreement and the Riverstone Contribution Agreement Transactions (the “Proxy Statement”) in preliminary form; provided, however, that such 10 ten (10) Business Day period shall not elapse if Buyer provides a reasonably detailed written notice to Alta Mesa or Kingfisher Contributor regarding information that is required but has not yet been received by Buyer from Alta Mesa Contributor or Kingfisher the Companies for the Proxy Statement, in which case the 10 ten (10) Business Day period shall re-commence after not elapse until Buyer receives such information from Alta Mesa Contributor or Kingfisherthe Companies, as appropriateapplicable. Buyer shall as promptly as practicable notify Contributor of any correspondence with the Contributor and SEC relating to the Alta Mesa Entities of Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. Buyer shall cooperate and provide the Contributor and the Alta Mesa Entities with a reasonable opportunity to review and comment on 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 and give due consideration to all comments reasonably proposed by the Contributor and the Alta Mesa Entities in respect of such documents and responses prior to filing such with or sending such to the SEC, and the Parties will provide each other with copies of all such filings made and correspondence with the SEC. The Buyer Board Recommendation shall be included in the Proxy Statement. Buyer will use its commercially reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Buyer will cause the Proxy Statement to be transmitted to the holders of Buyer Common Stock as promptly as practicable, but in any event within 5 five (5) Business Days, following the date on which the SEC confirms it has no further comments on the Proxy Statement.

The Proxy Statement and the Special Meeting. (a) As promptly as reasonably practicable after the Execution Date, but in any event within 10 20 Business Days following the date on which Buyer has received written notice from Alta Mesa the Company and Kingfisher Xxxx Xxxx that Alta Mesa the Company and Kingfisher Xxxx Xxxx each believes that the information required to be provided by the Alta Mesa Entities Company hereunder and Kingfisher by Xxxx Xxxx pursuant to the Kingfisher Xxxx Xxxx Contribution Agreement has been delivered to Buyer, Buyer will prepare and file with the SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act with respect to the transactions contemplated by this Agreement, the Kingfisher Xxxx Xxxx Contribution Agreement and the Riverstone Contribution Agreement (the “Proxy Statement”) in preliminary form; provided, however, that such 10 20 Business Day period shall not elapse if Buyer provides a reasonably detailed written notice to Alta Mesa the Company or Kingfisher Xxxx Xxxx regarding information that is required but has not yet been received by Buyer from Alta Mesa the Company or Kingfisher Xxxx Xxxx for the Proxy Statement, in which case the 10 20 Business Day period shall re-commence after Buyer receives such information from Alta Mesa the Company or KingfisherXxxx Xxxx, as appropriateapplicable. Buyer shall as promptly as practicable notify the Contributor and the Alta Mesa Entities Company of the receipt of any oral or written comments from the SEC relating to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Buyer shall cooperate and provide the Contributor and the Alta Mesa Entities Company with a reasonable opportunity to review and comment on 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 and give due consideration to all comments reasonably proposed by the Contributor and the Alta Mesa Entities Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and the Parties will provide each other with copies of all such filings made and correspondence with the SEC. The Buyer Board Recommendation shall be included in the Proxy Statement. Buyer will use its commercially reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Buyer will cause the Proxy Statement to be transmitted to the holders of Buyer Common Stock as promptly as practicable, but in any event within 5 Business Days, following the date on which the SEC confirms it has no further comments on the Proxy Statement.

The Proxy Statement and the Special Meeting. (a) As promptly as reasonably practicable after the Execution Date, but in any event within 10 ten Business Days following the date on which Buyer Parent has received written notice from Alta Mesa and Kingfisher the Company that Alta Mesa and Kingfisher each the Company believes that the information required to be provided by the Alta Mesa Company Entities hereunder and Kingfisher pursuant to the Kingfisher Contribution Agreement has been delivered to BuyerParent, Buyer Parent will prepare and file with the SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act with respect to the transactions contemplated by this Agreement, the Kingfisher Contribution Agreement and the Riverstone Contribution Agreement (the “Proxy Statement”) in preliminary form; provided, however, that such 10 ten Business Day period shall not elapse if Buyer Parent provides a reasonably detailed written notice to Alta Mesa or Kingfisher the Company regarding information that is required but has not yet been received by Buyer Parent from Alta Mesa or Kingfisher the Company for the Proxy Statement, in which case the 10 ten Business Day period shall re-commence after Buyer Parent receives such information from Alta Mesa or Kingfisher, as appropriatethe Company. Buyer Parent shall as promptly as practicable notify the Contributor and the Alta Mesa Entities Company of the receipt of any oral or written comments from the SEC relating to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Buyer Parent shall cooperate and provide the Contributor and the Alta Mesa Entities Company with a reasonable opportunity to review and comment on 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 and give due consideration to all comments reasonably proposed by the Contributor and the Alta Mesa Entities Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and the Parties will provide each other with copies of all such filings made and correspondence with the SEC. The Buyer Parent Board Recommendation shall be included in the Proxy Statement. Buyer Parent will use its commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Buyer Parent will cause the Proxy Statement to be transmitted to the holders of Buyer Common Stock Parent Stockholders as promptly as practicable, but in any event within 5 five Business Days, following the date on which the SEC confirms it has no further comments on the Proxy Statement.. 80

The Proxy Statement and the Special Meeting. (a) As promptly as reasonably practicable after the Execution Date, but in any event within 10 Business Days following the date on which Buyer has received written notice from Alta Mesa and Kingfisher that Alta Mesa and Kingfisher each believes that the information required to be provided by the Alta Mesa Entities hereunder and Kingfisher pursuant to the Kingfisher Contribution Agreement has been delivered to Buyer, Buyer will prepare and file with the SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act with respect to the transactions contemplated by this Agreementhereby (as amended or supplemented from time to time, the Kingfisher Contribution Agreement and the Riverstone Contribution Agreement (the “Proxy Statement”) in preliminary form; provided, however, that such 10 Business Day period shall not elapse if . Unless the Buyer provides Board has made a reasonably detailed written notice to Alta Mesa or Kingfisher regarding information that is required but has not yet been received by Buyer from Alta Mesa or Kingfisher for the Proxy Statement, Change in which case the 10 Business Day period shall re-commence after Buyer receives such information from Alta Mesa or Kingfisher, as appropriate. Buyer shall as promptly as practicable notify the Contributor and the Alta Mesa Entities of the receipt of any oral or written comments from the SEC relating to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Buyer shall cooperate and provide the Contributor and the Alta Mesa Entities with a reasonable opportunity to review and comment on 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 and give due consideration to all comments reasonably proposed by the Contributor and the Alta Mesa Entities Recommendation in respect of such documents and responses prior to filing such with or sending such to the SEC, and the Parties will provide each other with copies of all such filings made and correspondence accordance with the SEC. The provisions of this Agreement, the Buyer Board Recommendation shall be included in the Proxy Statement. The Proxy Statement shall also include the registration of shares of Buyer will use Common Stock to be issuable as Share Consideration. Buyer shall provide copies of the proposed final form of Proxy Statement to Seller such that Seller and its commercially representatives are afforded a reasonable efforts amount of time prior to respond promptly the dissemination or filing thereof to review such materials and comment thereon prior to such dissemination or filing, and Buyer shall consider in good faith any comments made by of such Persons and shall make Buyer’s representatives available to discuss such comments with such Persons. Buyer shall provide Seller with copies of any written comments and inform Seller of the material terms of any oral comments that Xxxxx receives from the SEC or its staff with respect to the Proxy StatementStatement promptly after the receipt of such comments and Seller and Buyer shall prepare any proposed written or material oral responses to such comments and Buyer shall give Seller a reasonable opportunity under the circumstances to review and comment on any final form of proposed written or material oral responses to such comments and Buyer shall reasonably consider such comments in good faith. Buyer will cause the Proxy Statement to be transmitted to the holders of Buyer Common Stock as promptly as practicable, but in any event within 5 Business Days, practicable following the date on which the SEC confirms it has no further comments on the Proxy Statement.. Membership Interest Purchase Agreement