Common use of Filings; Other Actions; Notification Clause in Contracts

Filings; Other Actions; Notification. PowerCerv shall as promptly as practicable, following the execution of this Agreement with the assistance and cooperation of Buyer, prepare and file with the SEC, a proxy statement and any required amendment or supplement thereto (the "Proxy Statement"), which shall include the recommendation of the Board of Directors of PowerCerv that shareholders of PowerCerv vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the consideration to be received by the Seller pursuant to this Agreement is fair from a financial point of view. PowerCerv and Buyer shall use all reasonable efforts to have the Proxy Statement respond to any comments made by the SEC with respect to the preliminary Proxy Statement as promptly as practicable after receipt of such comments, and promptly thereafter mail the Proxy Statement to the shareholders of PowerCerv. PowerCerv will notify the Buyer promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, PowerCerv will promptly inform the Buyer of such occurrence. PowerCerv will provide the Buyer and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendment or prior to filing such with the SEC. The Seller will cause the Proxy Statement to be mailed to its shareholders at the earliest practicable time.