Common use of Preparation of Proxy Statement; Shareholders Meeting Clause in Contracts

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall, with the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereof, the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC a proxy statement to be sent to the shareholders of this Agreementthe Company in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto, the “Form S-4”). The Form S-4 and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent and the Company shall, with the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 and Proxy Statement received from the SEC. Each of Parent, Merger Sub and Parent shall provide the Company agree with a reasonable opportunity to correct review and comment on the Form S-4, and any information provided by it for use in amendment or supplement thereto, prior to filing such with the Proxy Statement which shall have become false or misleadingSEC, and will promptly provide the Company with a copy of all such filings made with the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon as reasonably practicable notify after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Stock and Merger Sub the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the receipt time when the Form S-4 has become effective, the issuance of any comments from stop order, the SEC suspension of the qualification of the Parent Common Stock issuable in connection with respect to the Proxy Statement and Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement so that any of such documents would not include any misstatement of a material fact or for additional informationomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the Company. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the The Company Board, shall (i) duly take all lawful action necessary to duly call, give notice of, convene and hold a meeting of its shareholders of the Company on a date as soon as reasonably practicable following the effectiveness of the Form S-4 (“Company Shareholder Meeting”) for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the approval of this AgreementRequisite Vote; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Shareholder Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary the Board of Directors of the Company or any committee thereof, after consultation with outside legal counsel, reasonably believes that such delay or postponement is consistent with its fiduciary duties under applicable Law. The Board of Directors of the Company shall recommend adoption of this Agreement by the shareholders of the Company to provide the effect as set forth in Section 3.3(b) (the “Company Recommendation”), and shall not (x) withdraw, modify or qualify (or publicly propose to withdraw, modify or qualify) in any necessary supplement manner adverse to Parent such recommendation or amendment (y) approve, adopt or recommend any Acquisition Proposal (any action described in clauses (x) or (y) being referred to herein as a “Change in the Company Recommendation”); provided the foregoing shall not prohibit accurate disclosure (and such disclosure shall not be deemed to be a Change in the Company Recommendation) of factual information regarding the business, financial condition or results of operations of Parent or the Company or the fact that an Acquisition Proposal has been made, the identity of the party making such proposal or the material terms of such proposal in the Proxy Statement or otherwise, to the Company’s shareholders extent the Company in advance of a vote on this Agreement and the Mergergood faith determines that such information, as may facts, identity or terms is required to be required by disclosed under applicable Law; provided further, that the Board of Directors of the Company may make a Change in the Company Recommendation pursuant to Section 6.4(d). (c) The Company and Parent shall coordinate and cooperate in connection with (i) the preparation of the Form S-4, the Proxy Statement and any other filings that are required to consummate the Mergers and any related transactions contemplated hereby, (ii) determining whether any action by or in respect of, or filing with, any Governmental Entity is required (Bor any actions are required to be taken under, or consents, approvals or waivers are required to be obtained from parties to, any Company Material Contracts and Company Benefit Plans) in connection with Parent’s prior written consent the Mergers or the other transactions contemplated by this Agreement, and (which consent shall not be unreasonably withheldiii) using reasonable best efforts to timely take any such actions (including seeking any such consents, conditioned approvals or delayed)waivers) or making any such filings or furnishing information required in connection therewith or with the Form S-4, additional time is necessary to solicit additional votes the Proxy Statement or proxiesany other filings.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following after the date of this AgreementAgreement (and in any event within thirty (30) calendar days after the date hereof), the Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with Parent, set a preliminary record date for the Company Shareholders Meeting in accordance with the applicable provisions of the ICL and the Company’s Articles of Association and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest practicable date. If at any time prior to obtaining the Company Shareholders Approval, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, or any development should occur, that, in either case, should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the shareholders of the Company. Notwithstanding 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 shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. (b) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Company’s shareholders, the Company shall duly call, give notice of (with the proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder), set the record date for, convene and hold a special meeting of its shareholders in accordance with the applicable provisions of the ICL and the Company’s Articles of Association (the “Company Shareholders Meeting”) solely for the purpose of obtaining the Company Shareholders Approval and, if applicable, the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith. The Company shall comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Company’s Articles of Association. The Company may postpone or adjourn the Company Shareholders Meeting solely (i) with the consent of Parent; (ii) (A) due to the absence of a quorum or (B) if the Company has not received proxies representing a sufficient number of Shares for the Company Shareholders Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting; provided, that the Company may not postpone or adjourn the Company Shareholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Company shall, with at the assistance request of Parent, prepare to the extent permitted by Law, adjourn the Company Shareholders Meeting to a date specified by Parent for the absence of a quorum or if the Company has not received proxies representing a sufficient number of Shares for the Company Shareholders Approval; provided that the Company shall not be required to adjourn the Company Shareholders Meeting more than two times pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding fifteen (15) days. To the extent required, the Company shall set a new record date in accordance with the applicable provisions of the ICL and Company’s Articles of Association. Except in the case of an Adverse Recommendation Change specifically permitted by Section 5.2(b), the Company, through the Company Board, shall (i) recommend to its shareholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and file the Proxy Statement with the SEC. Parent, (iii) publicly reaffirm such recommendation within three Business Days after a request to do so by Parent or Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statementprovided that, unless an Acquisition Proposal shall have been publicly disclosed, Parent may only make such request once every thirty days. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth agrees that (x) except in the Proxy Statement. The event of an Adverse Recommendation Change specifically permitted by Section 5.2(b), the Company shall use its commercially reasonable efforts to resolve all SEC comments with respect solicit proxies to obtain the Company Shareholders Approval and (y) its obligations pursuant to this Section 5.2(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Proxy Statement as promptly as practicable after receipt thereofCompany or any other Person of any Acquisition Proposal or the occurrence of any Adverse Recommendation Change. Each of In the event that Parent, Merger Sub and the Company agree to correct or any information provided by it for use Person listed in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub Section 320(c) of the receipt ICL casts any votes in respect of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent Parent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary disclose to solicit additional votes or proxiesthe Company its interest in the Shares so voted.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable Promptly following the date of this Agreement, the Company shallshall prepare a proxy statement relating to the Shareholders Meeting (the "Proxy Statement"), with the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company shall prepare and file with the Commission the Proxy Statement. Parent will cooperate with each other the Company in connection with the preparation of the Proxy Statement. Without limiting the generality of the foregoingStatement including, each of Parent and Merger Sub will furnish but not limited to, furnishing to the Company the any and all information relating to it regarding Parent and Purchaser and their affiliates as may be required by the Exchange Act to be set forth disclosed therein. The information provided and to be provided by Parent and the Company, respectively, for use in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect Statement shall, at the date it is first mailed to the Proxy Statement as promptly as practicable after receipt thereof. Each Company's shareholders and on the date of Parentthe Shareholders Meeting referred to below, Merger Sub be true and correct in all material respects and shall not omit to state any material fact required to be stated therein or necessary in order to make the statements in such information, in light of the circumstances under which they are made, not misleading, and the Company and Parent each agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. misleading in any material respect. (b) The Company shall will as soon promptly as reasonably practicable notify Parent and Merger Sub of (i) the receipt of any comments from the SEC with respect to the Proxy Statement Commission and (ii) any request by the SEC Commission for any amendment to the Proxy Statement or for additional information. All filings by the Company with the Commission, including the Proxy Statement and any amendment thereto, and all mailings to the Company's shareholders in connection with the Merger, including the Proxy Statement, shall be subject to a reasonable opportunity to review and comment thereon and receipt of approval by Parent (such approval not to be unreasonably withheld or delayed). Parent will furnish to the Company the information relating to it and its affiliates, including Purchaser, the financing for the transactions contemplated by this Agreement and the Shareholders Agreement and any other matters required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. (bc) As The Company will: (i) as promptly as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders Meeting") for the purpose of obtaining approving this Agreement and the Company Shareholder Approval (transactions contemplated hereby to the “Company Shareholders Meeting”) extent required by the MBCL and the Company's Restated Articles of Incorporation; and (ii) except through its Board of Directors, recommend to its shareholders approval of the extent foregoing matters; provided; however that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d)of Directors may fail to make or withdraw such recommendation, include in but only if the Proxy Statement the recommendation Board of Directors of the Company shall have concluded in good faith on the basis of written advice from outside counsel that such action is required to prevent the Board that of Directors of the Company from breaching its fiduciary duties to the shareholders of the Company vote in favor under applicable law. Any such recommendation, together with a copy of the approval of this Agreement; providedopinion referred to in Section 3.22, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to included in the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiesStatement.

Preparation of Proxy Statement; Shareholders Meeting. (a) As Provided there shall not have been an Adverse Recommendation Change specifically permitted by Section 5.3, as promptly as reasonably practicable following after the date of this AgreementAgreement (and in any event within 20 Business Days after the date hereof), the Company shall, with the assistance of Parent, prepare the Proxy Statement and shall file the Proxy Statement with the SEC in preliminary form as required by the Exchange Act, and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Sub and The Company shall prepare the Company will cooperate with each other in the preparation initial draft of the Proxy Statement. Without limiting the generality of the foregoing, each Each of Parent and Merger Sub will shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use provide Parent and Merger Sub with any comments that may be received from the SEC or its commercially reasonable efforts staff with respect thereto, shall respond promptly to resolve all any such comments made by the SEC comments or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest practicable date. The Proxy Statement shall not, at the time it is first mailed to the Company’s shareholders, at the time of any amendments or supplements thereto and at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement shall comply as to form in all material respects with the provisions of the Exchange Act. If at any time prior to obtaining the Company Shareholder Approval, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly as practicable after receipt thereofnotify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the shareholders of the Company. Each Notwithstanding 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 shall give Parent, Merger Sub and the Company agree their counsel a reasonable opportunity to correct any information provided review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by it for use in the Proxy Statement which shall have become false or misleadingParent, Merger Sub and their counsel. The Company shall as soon as reasonably practicable notify Parent letter to shareholders, notice of meeting, proxy statement and form of proxy and any other soliciting material to be distributed to shareholders in connection with the Merger Sub of the receipt of (including any comments from amendments or supplements) and any schedules required to be filed with the SEC with respect in connection therewith are collectively referred to as the “Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional informationStatement.” (b) As promptly as reasonably practicable following after the clearance of date hereof (and, in any event, no later than the Proxy Statement by the SEC10th Business Day hereafter), the CompanyCompany shall, acting through in consultation with Parent, mail “broker search cards” with respect to the Company BoardShareholders Meeting. Provided there shall not have been an Adverse Recommendation Change specifically permitted by Section 5.3, shall (i) take all action necessary to as promptly as practicable after the date hereof, the Company shall, in consultation with Parent, duly call, give notice of, convene call and hold establish a record date for a special meeting of its shareholders (the “Company Shareholders Meeting”) to be held solely for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board Approval. Provided there shall not have effected been an Adverse Recommendation Change in accordance with specifically permitted by Section 6.4(d)5.3, include in as promptly as practicable after the Proxy Statement is cleared by the recommendation of SEC for mailing to the Company Board that the shareholders of the Company vote in favor of the approval of this Agreement; providedCompany’s shareholders, however, that the Company shall be permitted to delay give notice of, convene and hold the Company Shareholders Meeting. The Company may postpone or postpone convening adjourn the Company Shareholders Meeting from its originally noticed date for a reasonable period (but not beyond i) in order to solicit additional proxies so as to establish a quorum or (ii) to allow time for the Termination Datefiling and dissemination of any supplemental or amended disclosure documents which the Company Board has determined in good faith (after consultation with its outside legal counsel) only is necessary to be filed and disseminated under applicable Laws. Except in the case of an Adverse Recommendation Change specifically permitted by Section 5.3, the Company, through the Company Board, shall (A) if and recommend to its shareholders that they approve this Agreement, the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement Merger and the Merger, as may be required by applicable Law, or other transactions contemplated hereby and (B) with Parent’s prior written consent include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first three sentences of this paragraph (which consent b) shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayed), additional time is necessary communication to solicit additional votes the Company or proxiesany other Person of any Acquisition Proposal.

Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of ‎Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval. (b) As soon as reasonably practicable following the date of this Agreement, the Company shall, shall (i) prepare and file with the assistance SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of Parentthis Agreement, prepare (ii) mail to its shareholders the Proxy Statement and a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file the its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, Merger Sub MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereofthereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Each Notwithstanding anything to the contrary stated above, 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 shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, Merger Sub MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as soon promptly as reasonably practicable (i) notify Parent and Merger Sub MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) information and (ii) except provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the extent that Proxy Statement. (c) At the Company Board Shareholders’ Meeting, each of M▇. ▇▇▇ and Parent shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d)vote, include in the Proxy Statement the recommendation and Parent shall cause its Subsidiaries to vote, all shares of the Company Board that the shareholders Common Stock Beneficially owned by each of the Company vote M▇. ▇▇▇, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. (a) As In the event that Section 302A.621 of the MBCA is unavailable and inapplicable to effectuate the Merger, as promptly as reasonably practicable following the date of this AgreementAcceptance Time, the Company shall, with the assistance and approval (not to be unreasonably withheld, conditioned or delayed) of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and SEC the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the preliminary Proxy Statement. The Company shall use its commercially reasonable best efforts to resolve all clear the preliminary Proxy Statement with the SEC comments as promptly as practicable after such filing. The Company shall cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after the Proxy Statement has been cleared with the SEC. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of will be made by the Company, without providing Parent and Merger Sub a reasonable opportunity to review and comment thereon (and the Company shall give reasonable consideration to all additions, deletions, changes or other comments suggested by Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleadingtheir counsel). The Company shall as soon as reasonably practicable notify Parent and Merger Sub will advise Parent, promptly after it receives notice thereof, of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any the amendment to of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders of the Company. (b) As In the event that Section 302A.621 of the MBCA is unavailable and inapplicable to effectuate the Merger, as promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining seeking to obtain the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d)6.4, solicit the Company Shareholder Approval and include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the adoption and approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger. Each of Parent and Merger Sub shall vote all Shares acquired in the Offer (and all Shares otherwise beneficially owned by them or any of their Subsidiaries as of the applicable record date) in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable Law at the Company Shareholders Meeting. Parent shall vote, as may or cause to be required by voted, all of the shares of capital stock of Merger Sub in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following On the earlier of (i) three (3) Business Days after a Permitted Assignment has occurred and a written notice of consummation of a Permitted Assignment has been provided to the Company pursuant to Section 8.05 hereof, (ii) three (3) Business Days after Parent has notified the Company in writing that it will not exercise its right to make a Permitted Assignment or (iii) three (3) Business Days after the expiration of the Assignment Period, the Company shall prepare and cause to be filed with the SEC in preliminary form the Proxy Statement; provided that in no event shall the Company be required to file the preliminary Proxy Statement prior to the twelfth (12th) Business Day after the date of this Agreement, . The Company shall promptly notify Parent upon the Company shall, with receipt of any comments from the assistance of Parent, prepare SEC or any request from the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other in the preparation of SEC for amendments or supplements to the Proxy Statement. Without limiting the generality , and shall promptly provide Parent with copies of the foregoing, each of Parent and Merger Sub will furnish to all correspondence between the Company and its Representatives, on the information relating to it required by one hand, and the Exchange Act to be set forth in SEC, on the Proxy Statementother hand. The Company shall use its commercially reasonable efforts (with the assistance of Parent) to resolve all (i) respond as promptly as reasonably practicable to any comments of the SEC comments with respect to the Proxy Statement, including filing any amendments or supplements to the Proxy Statement as may be required, (ii) have the Proxy Statement cleared by SEC as soon as reasonably practicable after such filing and (iii) cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after receipt thereofthereafter. 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 shall provide Parent a reasonable opportunity to review and to propose comments on such document or response (and the Company shall give good faith consideration to including any such reasonable comments in the Proxy Statement (or any supplement or amendment thereto) or response letter) to the extent permitted by Law. (b) Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments of the SEC or its staff related thereto. Parent will cause the information relating to Parent or Merger Sub supplied by it for inclusion in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Shareholders Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) In accordance with the Company’s Organizational Documents, the Company shall, as promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, (i) establish a record date for and give notice of a meeting of its shareholders, for the purpose of voting for the approval of this Agreement (the “Shareholders Meeting”) and (ii) duly call, convene and hold the Shareholders Meeting, all in compliance with the applicable provisions of the ICL; provided, that the Company may, and at the request of Parent in the circumstances set forth in following clauses (B) through (D) shall, for up to thirty (30) days (but in any event no later than fifteen (15) Business Days prior to the End Date), postpone or adjourn the Shareholders Meeting only (A) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (B) for the absence of a quorum, (C) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval or (D) as required by Law. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Subsidiaries or its or their respective officers or directors should be discovered by the Company which, pursuant to the Securities Act, Exchange Act or ICL, should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Parent. Each of Parent, Merger Sub and the Company agree to promptly correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall cause all documents that the Company is responsible for filing with the SEC in connection with the Merger to comply as soon as reasonably practicable notify Parent and Merger Sub to form in all material respects with the applicable requirements of the receipt Exchange Act and ICL and, as applicable, not to contain any untrue statement of a material fact or omit to state any comments from material fact required to be stated therein or necessary in order to make the SEC with respect to statements therein, in the Proxy Statement and any request by light of the SEC for any amendment to the Proxy Statement or for additional informationcircumstances under which they were made, not misleading. (bd) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Unless there has occurred a Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d)5.02, the Board of Directors of the Company shall make the Company Board Recommendation with respect to the approval of this Agreement, and the Company shall include the Company Board Recommendation in the Proxy Statement the recommendation and use its commercially reasonable efforts to solicit proxies in favor of the Company Board Shareholder Approval. (e) In the event that the shareholders Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company vote its interest in the shares of Company Stock so voted. At the Shareholders Meeting, Parent and Merger Sub shall cause any shares of Company Stock owned by them and their Affiliates to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, (i) the Company shall prepare and file with the SEC the preliminary Proxy Statement, and (ii) each of the Company and Buyer shall, or shall cause their respective Affiliates to, prepare and file with the assistance SEC all other filings that are required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings”). Each of Parent, prepare the Company and Buyer shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement and file or, to the Proxy Statement extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the SECtype contemplated by this Agreement. Parent, Merger Sub and Each of the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company Buyer shall use its commercially reasonable best efforts to resolve all respond as promptly as practicable to any comments of the SEC comments with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after receipt thereofthe date of this Agreement. Each of Parent, Merger Sub and party shall promptly notify the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of other party upon the receipt of any comments from the SEC with respect to the Proxy Statement and or its staff or any request by from the SEC or its staff for any amendment amendments or supplements to the Proxy Statement or the Other Filings 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 Proxy Statement or the Other Filings. If at any time prior to the Company Shareholders’ Meeting, any information relating to the Company, Buyer or any of their respective Affiliates, officers or directors, should be discovered by the Company or Buyer which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings, so that the Proxy Statement or the Other Filings 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 which discovers such information shall promptly notify the other party, 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 shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the party responsible for additional informationfiling or mailing such document shall provide the other party an opportunity to review and comment on such document or response and, unless there has been a Change of Recommendation pursuant to 5.06(c) and termination in accordance with the termination provisions hereof, shall include in such document or response comments reasonably proposed by the other party. Subject to Section 5.06(c), (x) the Proxy Statement shall contain the recommendation of the Company Board that the shareholders of the Company vote to adopt and approve this Agreement and the Merger and (y) if requested to do so by Buyer at any time prior to the Company Shareholders’ Meeting (as defined in Section 5.04(b)) and subject to compliance with applicable Laws, if there shall have been publicly announced an alternative Acquisition Proposal, the Company Board shall within a five days following such request (and in any event prior to the Company Shareholders’ Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the shareholders of the Company accept an alternative Acquisition Proposal. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the The Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”), as promptly as reasonably practicable after the date of this Agreement for the purpose of obtaining voting upon the Company Shareholder Approval adoption of this Agreement. (the “Company Shareholders Meeting”c) Buyer shall cause any and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the recommendation all shares of the Company Board that the shareholders of the Company vote Common Stock owned by Buyer to be voted in favor of the approval of this Agreement; provided. (d) Subject to Section 5.06(c), howeverthe Company will use reasonable best efforts to solicit from its shareholders proxies in favor of the adoption of this Agreement and will take all other action necessary or advisable to secure the vote or consent of its shareholders required by the rules of the NASDAQ or applicable Law to obtain such approvals. Unless this Agreement shall have been terminated in accordance with Section 9.01, nothing contained in herein shall limit the Company’s obligation to convene and hold the Company Shareholders’ Meeting, regardless of whether the Company Board has effected a Change of Recommendation. (e) The information supplied by Buyer for inclusion in the Proxy Statement or Other Filings shall not, at (i) the time filed with the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) or Other Filing is first mailed to the shareholders of the Company, (iii) the time of the Company Shareholders’ Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail 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. If, at any time prior to the Effective Time, any event or circumstance relating to Buyer, or its officers or directors, that the Company shall should be permitted to delay set forth in an amendment or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary a supplement or amendment to the Proxy Statement or Other Filings should be discovered by Buyer, Buyer shall promptly inform the Company thereof. All documents that Buyer is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (f) The information supplied by the Company for inclusion in the Proxy Statement or Other Filings shall not, at (i) the time filed with the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) or Other Filing is first mailed to the shareholders of the Company’s shareholders in advance , (iii) the time of the Company Shareholders’ Meeting and (iv) the Effective Time, contain any untrue statement of a vote on this Agreement material fact or fail 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. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement or Other Filing should be discovered by the Company, the Company shall promptly inform Buyer. All documents that the Company is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiesrules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreementhereof, Parent and the Company shall prepare and file with the SEC mutually acceptable proxy materials which shall constitute the Proxy Statement (such proxy statement, and any amendments or supplements thereto, the " Proxy Statement.") The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company shall, with the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify provide Parent and Merger Sub of the receipt copies of any written comments from the SEC and advise Parent of any oral comments, with respect to the Proxy Statement received from the SEC. The Company will provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement so that any of such document would not include any misstatement of a material fact or for additional informationomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of the Company. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the The Company Board, shall (i) duly take all lawful action necessary to duly call, give notice of, convene and hold a meeting of its shareholders on a date as soon as reasonably practicable (the "Company Shareholders Meeting") for the purpose of obtaining the Required Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except Vote with respect to the extent that transactions contemplated by this Agreement and, subject to the fiduciary duties of the Company's Board of Directors, shall take all lawful action to solicit the adoption of this Agreement and approval of the Merger by the Required Company Vote; and the Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the recommendation of Directors of the Company (i) shall, subject to the fiduciary duties of the Company's Board that of Directors, recommend adoption of this Agreement and approval of the Merger by the shareholders of the Company vote to the effect as set forth 26 in Section 3.2(f) (the "Company Recommendation"), and (ii) subject to the fiduciary duties of the Company's Board of Directors, shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) (a " Change") in any manner adverse to Parent such recommendation or take any action or make any statement in connection with the Company Shareholders Meeting inconsistent with such recommendation (collectively, a " Change in Company Recommendation "). (c) Parent and Merger Sub agree to vote, or cause to be voted, all of the Company capital stock owned by Parent, Merger Sub or any other Subsidiary in favor of the approval and adoption of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereof, WinFirst shall prepare the proxy statement of this AgreementWinFirst for the WinFirst Shareholder Meeting (such proxy statement, and all amendments, supplements, annexes and exhibits thereto, the Company shall, “Proxy Statement”) to be mailed to WinFirst shareholders in connection with the assistance Required WinFirst Vote. Summit shall have the right to review and consult with WinFirst and WinFirst shall reasonably consider such information and any characterization of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the such information relating to it required by the Exchange Act to be set forth included in the Proxy Statement. The Company Each Party shall use its commercially cooperate and provide the other Party with a reasonable efforts opportunity to resolve all SEC comments with respect review and comment on any proposed amendment or supplement to the Proxy Statement. If at any time prior to the Effective Time any information relating to either of the Parties, or their respective affiliates, officers or directors, should be discovered by either Party that should be set forth in an amendment or supplement to the Proxy Statement as promptly as practicable after receipt thereof. Each so that such documents would not include any misstatement of Parenta material fact or omit to state any material fact necessary to make the statements therein, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub light of the receipt of any circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify and consult with the other Party hereto and, to the extent required by law, rules or regulations, shall cooperate with the other Party (including giving due consideration to the comments received from the SEC with respect other Party) to provide that an appropriate amendment or supplement describing such information shall be promptly disseminated to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional informationshareholders of WinFirst. (b) As promptly as reasonably practicable following WinFirst and the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, WinFirst Board shall (i) take all action in accordance with the laws of the Commonwealth of Kentucky and the WinFirst Charter and bylaws necessary to duly call, (A) call and give notice of, convene and hold of a special meeting of its shareholders (the “WinFirst Shareholder Meeting”) for the purpose of obtaining the Company Required WinFirst Vote within fifteen (15) days following the date of this Agreement and (B) schedule the WinFirst Shareholder Approval Meeting to take place on a date that is no less than thirty (30) days following the “Company Shareholders Meeting”) and date of when notice of the WinFirst Shareholder Meeting has been given; (ii) except subject to the extent terms of Section 6.2, use its commercially reasonable best efforts to (x) cause the WinFirst Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the Required WinFirst Vote (and not impose a requirement that holders of more than the Company Board shall have effected an Adverse Recommendation Change minimum required percentage (as set forth in accordance with the laws of the Commonwealth of Kentucky) of the shares of WinFirst Common Stock entitled to vote to approve and adopt this Agreement; and (iii) subject to the terms of Section 6.4(d)6.2, include in the Proxy Statement and at all other times the recommendation that the WinFirst shareholders approve this Agreement and the Merger (the “WinFirst Board Recommendation”). WinFirst shall adjourn or postpone the WinFirst Shareholder Meeting as of the Company Board that time for which such meeting is originally scheduled if there are insufficient shares of WinFirst Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting WinFirst has not received proxies representing a sufficient number of shares necessary to obtain the Required WinFirst Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the WinFirst Shareholder Meeting shall be convened and this Agreement shall be submitted to the shareholders of WinFirst at the Company vote in favor WinFirst Shareholder Meeting, for the purpose of voting on the approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiesother matters contemplated hereby.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following If the date approval of this AgreementAgreement by the Company's shareholders is required by Law, the Company shall, as soon as practicable following the acceptance for payment and purchase of the shares of Company Common Stock by Sub pursuant to the Offer, prepare and file with the assistance of Parent, prepare SEC the Proxy Statement in preliminary form, and file the Proxy Statement with the SEC. Parent, Merger Sub and each of the Company will cooperate with each other in the preparation and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy StatementSEC with respect thereto. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub promptly of the receipt of any comments from the SEC with respect to the Proxy Statement or its staff and of any request by the SEC or its staff for any amendment amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment thereon. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after filing with the SEC. (b) As promptly If the approval of this Agreement by the Company's shareholders is required by Law, the Company shall, as reasonably soon as practicable following the clearance acceptance for payment and purchase of the Proxy Statement shares of Company Common Stock by Sub pursuant to the SECOffer, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "COMPANY SHAREHOLDERS' MEETING") for the purpose of obtaining seeking the Company Shareholder Approval (the “Approval. The Company Shareholders Meeting”) and (ii) except to the extent that shall, through the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d)Board, include in the Proxy Statement the recommendation of the Company Board recommend to its shareholders that the shareholders of the Company they vote in favor of the approval of this AgreementAgreement and the Company Board shall not condition its submission to the shareholders of this Agreement on any basis; providedPROVIDED, howeverHOWEVER, that the Company shall be Board may withdraw such recommendation if it is permitted to delay or postpone convening do so under Section 5.02(b). Without limiting the generality of the foregoing, the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and agrees that its obligations pursuant to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance first sentence of a vote on this Agreement and the Merger, as may be required by applicable Law, or (BSection 6.01(b) with Parent’s prior written consent (which consent shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayed)communication to the Company of any Company Takeover Proposal. Notwithstanding the foregoing, additional time is if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to solicit additional votes cause the Merger to become effective as soon as practicable after the expiration of the Offer without a shareholders' meeting in accordance with Article 5.16 of the TBCA. (c) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Sub or proxiesany other subsidiary of Parent to be voted in favor of the approval of this Agreement.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly The Company shall, as reasonably soon as practicable following the date of this Agreement, the Company shall, prepare and file with the assistance of Parent, prepare Commission the Proxy Statement in preliminary form (provided that SG and file its counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. ParentCommission), Merger Sub and the Company will cooperate with each other in the preparation shall use its best efforts to respond as promptly as practicable to any comments of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy StatementCommission with respect thereto. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as notify SG promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement Commission or its staff and of any request by the SEC Commission or its staff for any amendment amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply SG with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt (or waiver) of the Agreed Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after filing with the Commission. Subject to the fiduciary duties under applicable law of the Company’s Board of Directors, (i) the Proxy Statement shall contain the recommendation of the Company’s Board of Directors, acting upon the recommendation of the Independent Committee, that the shareholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by SG at any time prior to the Shareholders Meeting and subject to compliance with their fiduciary duties under applicable law, if there shall have been publicly announced an alternative Acquisition Proposal (as hereinafter defined), the Company’s Board of Directors, acting upon the recommendation of the Independent Committee, shall within a reasonable period of time following such request (and prior to the Shareholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the shareholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Shareholders Meeting. (b) As promptly The Company shall, as reasonably soon as practicable following the clearance date of the Proxy Statement by the SECexecution of this Agreement, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders Shareholders Meeting for the purpose of obtaining seeking the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the shareholder approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger. Subject to compliance with their fiduciary duties under applicable law, as may be required by applicable Lawthe Company’s Board of Directors, or (Bacting upon the recommendation of the Independent Committee, shall recommend to its shareholders that they adopt and approve this Agreement and the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.2(b) with Parent’s prior written consent (which consent shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayedcommunication to the Company of any Acquisition Proposal. (c) SG and the Principals shall cause any and all shares of Company Common Stock beneficially owned by SG or the Principals to be voted in favor of the adoption and approval of this Agreement and the Merger. (d) SG shall, as soon as practicable following the date of this Agreement, prepare and, together with the Company, file with the Commission the Schedule 13E-3 (provided that the Company and its counsel shall be given reasonable opportunity to review and comment on the Schedule 13E-3 prior to its filing with the Commission), and SG, together with the Company, shall use its best efforts to respond as promptly as practicable to any comments of the Commission with respect thereto. SG shall notify the Company of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments to the Schedule 13E-3 or for additional information and shall supply the Company with copies of all correspondence between SG or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Schedule 13E-3. If at any time is necessary prior to solicit additional votes or proxiesreceipt of the Agreed Shareholder Approval there shall occur any event that should be set forth in an amendment to the Schedule 1▇▇-▇, ▇▇ shall promptly prepare and, together with the Company, file with the Commission such amendment.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall, with the assistance of Parent, shall prepare the Proxy Statement and file the Proxy Statement with the SECSEC to be sent to the Company’s shareholders relating to the special meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to be held to obtain the Company Shareholder Approval, the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and a vote to approve the adjournment of the Company Shareholders Meeting, if necessary or appropriate, to solicit additional proxies and votes if there are insufficient votes at the time of the Company Shareholders Meeting to obtain the Company Shareholder Approval (it being agreed that such special meeting may be a virtual special meeting held in accordance with applicable Law), which shall contain a statement in accordance with the Washington Act regarding dissenters’ rights under the Washington Act. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the such information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement or that is otherwise reasonably requested by the Company in the Proxy Statement. . (b) The Company shall use its commercially reasonable efforts to resolve all SEC shall, as promptly as practicable after the receipt thereof, provide Parent with copies of any written comments and advise Parent of any oral comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each received by the Company from the SEC or its staff, including any request from the SEC or its staff for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of Parentall correspondence between it and its Representatives, Merger Sub on the one hand, and the Company agree SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to correct any information provided by it for use in filing the Proxy Statement which or responding to any comments of the SEC with respect thereto, the Company (i) shall have become false provide Parent with a reasonable opportunity to review and comment on such document or misleadingresponse (including the proposed final version of such document or response) and (ii) shall give due consideration to including in such document or response any comments reasonably proposed by Parent. The Company shall as soon as reasonably practicable notify Parent and Merger Sub use reasonable best efforts to take any other action required to be taken under the Securities Act, the Exchange Act, the Washington Act, the listing rules of the receipt New York Stock Exchange and any other applicable Law in connection with the filing and distribution of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to solicitation of proxies from shareholders of the Proxy Statement or for additional informationCompany. (bc) Parent, upon reasonable request, shall use reasonable best efforts to furnish to the Company all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) equity holders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of the Company or its Subsidiaries to the New York Stock Exchange or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. (d) In consultation with Parent, the Company will set a record date for the Company Shareholders Meeting and commence broker searches pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after the date the SEC advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. As promptly as reasonably practicable following and in no event later than forty-five (45) days after (i) the clearance of tenth (10th) calendar day after the initial preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth (10th) calendar day after the initial preliminary Proxy Statement therefor has been filed with the SEC, informed the Company that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement, the Company shall duly hold the Company Shareholders Meeting, duly called, noticed and convened, solely for the purpose of obtaining the Company Shareholder Approval, the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and a vote to approve the adjournment of the Company Shareholders Meeting, if necessary or appropriate, to solicit additional proxies and votes if there are insufficient votes at the time of the Company Shareholders Meeting to obtain the Company Shareholder Approval. Unless this Agreement has been terminated pursuant to Section 7.1, the Company, acting through the Company Board, shall (i) take all action necessary ’s obligation to duly call, give notice of, convene and hold a meeting the Company Shareholders Meeting in accordance with this Section 5.5(d) shall not be affected (subject to Section 5.5(e) below) and shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal to the Company, the Company Board, its Representatives or the shareholders of the Company, or any Adverse Recommendation Change, and shall not submit to the vote of its shareholders for any Acquisition Proposal other than this Agreement, the purpose of obtaining Merger and the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except transactions contemplated hereby prior to the extent termination of this Agreement under Section 7.1; provided, that in the Company Board shall have effected event that an Adverse Recommendation Change has been made and this Agreement has not been terminated, nothing in accordance with this sentence or this Section 6.4(d), include in the Proxy Statement the recommendation of 5.5(d) shall require the Company Board that the shareholders of to take any actions to solicit any proxies or votes to obtain the Company vote in favor of the approval of this Agreement; providedShareholder Approval, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to other than mailing the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Mergercollection of such votes. Subject to Section 5.4(c) and Section 5.4(d), the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part to obtain the Company Shareholder Approval, the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith and, if requested by Parent, the approval of any adjournment or postponement thereof. (e) The Company may adjourn the Company Shareholders Meeting (i) with the consent of Parent, (ii) if, on a date for which the Company Shareholders Meeting is scheduled, a quorum is not present or the Company has not received proxies representing a number of Shares sufficient to obtain the Company Shareholder Approval, solely for the purpose of soliciting additional proxies and votes in favor of the Company Shareholder Approval (which adjournments shall be for the minimum time, in the reasonable judgment of the Company, as may is reasonably necessary to obtain such additional proxies and votes required to obtain the Company Shareholder Approval), or (iii) if the failure to adjourn the Company Shareholders Meeting would, in the good faith opinion of the Company Board, after consultation with outside legal counsel, reasonably be required by expected to be a violation of applicable Law, or (B) be required for the distribution of any required supplement or amendment to the Proxy Statement which failure to supplement or amend would be inconsistent with Parent’s prior written consent (which consent shall not be unreasonably withheldits fiduciary duties to the shareholders of the Company under applicable Law, conditioned or delayed), additional and then only for the minimum time that the Company Board has determined in good faith after consultation with outside legal counsel is reasonably necessary to solicit comply with applicable Law or give the shareholders of the Company the required time to evaluate any applicable information or disclosure. If requested by Parent, the Company shall adjourn the Company Shareholders Meeting (for a period of up to ten (10) Business Days (provided, that Parent shall only make up to one (1) such request, and no such request for an adjournment shall be permitted if it would require a change in the record date for the Company Shareholders Meeting) if, on a date for which the Company Shareholders Meeting is scheduled, a quorum is not present or the Company has not received proxies representing a number of Shares sufficient to obtain the Company Shareholder Approval, for the purpose of soliciting additional proxies and votes or proxiesin favor of the Company Shareholder Approval). The Company shall keep Parent reasonably informed with respect to the number of proxies received and its preliminary vote tabulation prior to the Company Shareholders Meeting.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable and, in any event, within 21 days following the date of this Agreement, (i) the Company shall prepare and file with the SEC the preliminary Proxy Statement, and (ii) each of the Company and Buyer shall, or shall cause their respective Affiliates to, prepare and file with the assistance SEC all other filings that are required to be filed by such party in connection with the transactions contemplated hereby (the "Other Filings"). Each of Parent, prepare the Company and Buyer shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings, 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 the Company and file Buyer shall use commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement with or the SEC. ParentOther Filings, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable best efforts to resolve all SEC comments with respect cause the definitive Proxy Statement to be mailed to the Proxy Statement Company's shareholders as promptly as reasonably practicable after receipt thereofthe date of this Agreement; provided, however, the Company shall not be obligated to mail the definitive Proxy Statement to its shareholders until the Buyer shall have obtained a fully-executed commitment letter reasonably satisfactory to the Company from the Lender or other financing sources for at least $22,000,000 in senior debt financing. Each of Parent, Merger Sub and party shall promptly notify the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of other party upon the receipt of any comments from the SEC with respect to the Proxy Statement and or its staff or any request by from the SEC or its staff for any amendment amendments or supplements to the Proxy Statement or the Other Filings 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 Proxy Statement or the Other Filings. If at any time prior to the Company Shareholders' Meeting, any information relating to the Company, Buyer or any of their respective Affiliates, officers or directors, should be discovered by the Company or Buyer which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings, so that the Proxy Statement or the Other Filings 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 which discovers such information shall promptly notify the other party, 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 shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the party responsible for additional informationfiling or mailing such document shall provide the other party with reasonable time and opportunity to review and comment on such document or response and, unless there has been a Change of Recommendation pursuant to 5.06(c) and termination in accordance with the termination provisions hereof, shall include in such document or response all such comments as may be reasonably proposed by the other party. Subject to Section 5.06(c), (i) the Proxy Statement shall contain the recommendation of the Company Board that the shareholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Buyer at any time prior to the Company Shareholders' Meeting (as defined in Section 5.04(b)) and subject to compliance with applicable Laws, if there shall have been publicly announced an alternative Acquisition Proposal, the Company Board shall promptly, and in any event, no later than the earlier to occur of (x) the date that is three calendar days after such request and (y) the last day prior to the Company Shareholders' Meeting, publicly reaffirm such recommendation and announce that it is not recommending that the shareholders of the Company accept an alternative Acquisition Proposal. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the The Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders' Meeting"), as promptly as reasonably practicable after the date of this Agreement for the sole purpose of obtaining voting upon the adoption of this Agreement. (c) Subject to Section 5.06(c), the Company Shareholder Approval shall use commercially reasonable best efforts to solicit from its shareholders proxies in favor of the adoption of this Agreement (the “Company Shareholders Meeting”including, without limitation, retain a proxy solicitation firm if so requested by Buyer) and (ii) except will take all other action necessary or advisable to secure the extent that vote or consent of its shareholders required by the rules of the NASDAQ or applicable Law to obtain such approvals. Without limiting the generality of the foregoing, if the Company Board Shareholders' Meeting has been duly convened and, based upon the results of the Company's proxy solicitation and other relevant evidence existing as of that time, the Company determines that there are not sufficient votes in favor of the adoption of this Agreement to obtain such approvals, then, if requested by Buyer, the Company shall adjourn the Company Shareholders' Meeting for up to two 15-calendar day periods, during which period the Company shall continue to comply with its obligations under the preceding sentence. Unless this Agreement shall have effected an Adverse Recommendation Change been terminated in accordance with Section 6.4(d)9.01, include nothing contained in herein shall limit the Company's obligation to convene and hold the Company Shareholders' Meeting, regardless of whether the Company Board has effected a Change of Recommendation. (d) The information supplied by Buyer for inclusion in the Proxy Statement or Other Filings shall not, at (i) the recommendation of time filed with the Company Board that SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) or Other Filing is first mailed to the shareholders of the Company vote in favor Company, (iii) the time of the approval Company Shareholders' Meeting or (iv) the Effective Time, contain any untrue statement of this Agreement; provideda material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, howeverin light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Buyer, or its officers or directors, that the Company shall should be permitted to delay set forth in an amendment or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary a supplement or amendment to the Proxy Statement or Other Filings should be discovered by Buyer, Buyer shall promptly inform the Company thereof. All documents that Buyer is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The information supplied by the Company for inclusion in the Proxy Statement or Other Filings shall not, at (i) the time filed with the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) or Other Filing is first mailed to the shareholders of the Company’s shareholders in advance , (iii) the time of the Company Shareholders' Meeting or (iv) the Effective Time, contain any untrue statement of a vote on this Agreement material fact or fail 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. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement or Other Filing should be discovered by the Company, the Company shall promptly inform Buyer. All documents that the Company is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiesrules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following (but no later than 20 days) after the date execution of this Agreement, the Company shallshall prepare a proxy statement in preliminary form for the Shareholders Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, with the assistance of Parent“Proxy Statement”) and, prepare the Proxy Statement after consultation with, and approval by, Parent (which shall not be unreasonably withheld or delayed), file the preliminary Proxy Statement with the SEC. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall (i) use commercially reasonable efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement, and respond, after consultation with Parent, Merger Sub promptly to any comments made by the SEC with respect to the Proxy Statement, and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (B) the conclusion of any SEC review of the preliminary Proxy Statement, cause the definitive Proxy Statement to be mailed to the Company’s shareholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff of any request by the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the Company will cooperate SEC or its staff, on the other hand, with each other in the preparation of respect to the Proxy Statement. Without limiting the generality of the foregoing, each Parent shall cooperate with the Company in connection with the preparation and filing of Parent and Merger Sub will furnish the Proxy Statement, including promptly furnishing to the Company the in writing upon request any and all information relating to it the Parent Parties and their respective Affiliates as may be required by the Exchange Act to be set forth in the Proxy StatementStatement under applicable Law. The Proxy Statement shall contain the Company Board Recommendation, except to the extent that the Company Board shall have effected a Change in Recommendation, to the extent permitted by Section 5.2. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto), or responding to any comments of the SEC or its staff with respect thereto, the Company shall use (x) provide Parent and its commercially legal counsel with a reasonable efforts opportunity to resolve all SEC review and comment on the Proxy Statement or response (including the proposed final version of the final Proxy Statement or comments) and (v) shall consider Parent’s comments in good faith. (b) If prior to the Effective Time any change occurs with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided supplied by it Parent or its Affiliates for use inclusion in the Proxy Statement which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall have become false promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or misleadingsupplement to the Proxy Statement, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. The Nothing in this Section 5.3(b) shall limit the obligations of any party under Section 5.3(a). (c) If prior to the Effective Time any event occurs with respect to any Acquired Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify Parent of such event, and the Company shall as soon promptly as reasonably practicable notify Parent and Merger Sub of the receipt of file any comments from the SEC with respect necessary amendment or supplement to the Proxy Statement and any request by with the SEC for any and, as required by Law, disseminate the information contained in such amendment or supplement to the Proxy Statement or for additional informationCompany’s stockholders. Nothing in this Section 5.3(c) shall limit the obligations of any party under Section 5.3(a). (bd) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company shall, in accordance with applicable Law and the Company’s Organizational Documents, duly call, give notice of, convene and hold a special meeting of the Company’s shareholders (including any adjournments and postponements thereof, the “Shareholders Meeting”) for the purpose of (i) obtaining the Company Shareholder Approval and (ii) in accordance with Section 14A of the Exchange Act and the applicable rules and regulations issued thereunder, seeking advisory approval of a proposal to the Company’s shareholders for a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Mergers; provided that notwithstanding anything else to the contrary herein, that the Company may postpone or adjourn the Shareholders Meeting after consultation with Parent (A) with the consent of Parent, (B) for the absence of a quorum, (C) to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Common Shares within a reasonable amount of time in advance of the Shareholders Meeting, or (D) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval; provided that, in the case of clause (B) and this clause (D), without the written consent of Parent, in no event shall the Shareholders Meeting (as so postponed or adjourned) be held on a date that is more than 30 days after the date for which the Shareholders Meeting was originally scheduled. Unless the Company Board has withdrawn the Company Board Recommendation in compliance with Section 5.2, the Company, acting through the Company Board, shall recommend to holders of the Company Capital Shares that they vote in favor of the adoption of this Agreement and approve the Mergers and the Transactions so that the Company may obtain the Company Shareholder Approval and the Company shall use its commercially reasonable efforts to solicit the Company Shareholder Approval (iincluding by soliciting proxies from the Company’s shareholders) and shall take all other action necessary or advisable to secure the Company Shareholder Approval. The Company shall keep Parent reasonably informed with respect to proxy solicitation results as reasonably requested by Parent. In furtherance of Section 5.2(h), unless this Agreement is terminated in accordance with Section 7.1(h), (x) the Company shall not submit to the vote of its shareholders any Acquisition Proposal and (y) the obligation of the Company to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) Meeting and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in mail the Proxy Statement the recommendation of the Company Board (and any amendment or supplement thereto that the shareholders of the Company vote in favor of the approval of this Agreement; provided, however, that the Company shall may be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Daterequired by Law) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiesaffected by a Change in Recommendation.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable Promptly following the date of this Agreement, the Company shallshall prepare a proxy statement relating to the Shareholders Meeting (the "Proxy Statement"), with the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company shall prepare and file with the Commission the Proxy Statement. Parent will cooperate with each other the Company in connection with the preparation of the Proxy Statement. Without limiting the generality of the foregoingStatement including, each of Parent and Merger Sub will furnish but not limited to, furnishing to the Company the any and all information relating to it regarding Parent or Purchaser and their affiliates as may be required by the Exchange Act to be set forth disclosed therein. The information provided and to be provided by Parent and the Company, respectively, for use in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect Statement shall, at the date it is first mailed to the Proxy Statement as promptly as practicable after receipt thereof. Each Company's shareholders and on the date of Parentthe Shareholders Meeting referred to below, Merger Sub be true and correct in all material respects and shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the Company and Parent each agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. . (b) The Company shall will as soon promptly as reasonably practicable notify Parent and Merger Sub of (i) the receipt of any comments from the SEC with respect to the Proxy Statement Commission and (ii) any request by the SEC Commission for any amendment to the Proxy Statement or for additional information.. All filings by the Company with the Commission, including the Proxy Statement and any 14 (bc) As The Company will: (i) as promptly as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders Meeting") for the purpose of obtaining approving this Agreement and the Company Shareholder Approval (transactions contemplated hereby to the “Company Shareholders Meeting”) extent required by the WBCL and the Company's Restated Articles of Incorporation; (ii) except through its Board of Directors, and subject to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d)other provisions hereof, include in the Proxy Statement the recommendation recommend to its shareholders approval of the Company Board that foregoing matters; and (iii) use its reasonable best efforts to obtain the shareholders of the Company vote in favor of the necessary approval of this AgreementAgreement and the transactions contemplated hereby by its shareholders; provided, however, that that, subject to Section 6.8(b), the Company may fail to make or withdraw or modify such recommendation and shall not be obligated to use its reasonable best efforts or take any action pursuant to this Section 6.1 if the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement have concluded in good faith, based on advice from outside legal counsel to the Company’s shareholders , that such actions would be in advance breach of the Company's Board and Directors' fiduciary duties under applicable law. Any such recommendation, together with a vote on this Agreement and copy of the Mergeropinion referred to in Section 3.14, as may shall be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiesincluded in the Proxy Statement.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the The Company shall, shall use its best efforts to prepare and file with the assistance of Parent, prepare SEC as soon as practicable the Proxy Statement in preliminary form, and file each of the Company and Parent shall use its best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the SEC. ParentCompany or any of its representatives, Merger Sub on the one hand, and the Company will cooperate SEC or its staff, on the other hand, with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish respect to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable best efforts to resolve all SEC comments with respect to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after filing with the SEC. If at any time prior to receipt thereof. Each of Parent, Merger Sub and the Company agree to correct Shareholder Approval there shall occur any information provided by it for use event that should be set forth in the Proxy Statement which shall have become false an amendment or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect supplement to the Proxy Statement Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. Subject to Section 5.02(d), the Company shall not mail any request by the SEC for Proxy Statement, or any amendment or supplement thereto, to the Proxy Statement or for additional informationwhich Parent reasonably objects. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the The Company Board, shall (i) take all action necessary use reasonable efforts duly to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) as soon as practicable for the purpose of seeking the Company Shareholder Approval. The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval, except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the withdrawn or modified its approval or recommendation of this Agreement or the Exchange as permitted by Section 5.02(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) the withdrawal or modification by the Company Board that the shareholders of the Company vote in favor of the its approval or recommendation of this Agreement; provided, however, that Agreement or the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiesExchange.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly Each of the Company, Sub and JGM shall as reasonably soon as practicable following the date of this Agreement, the Company shall, hereof prepare and file with the assistance of Parent, prepare SEC the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub Schedule 13E-3 and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable following the date hereof prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company and Sub shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company, Sub and JGM shall notify Parent and Merger Sub the others promptly of the receipt of any comments from the SEC with respect to the Proxy Statement or its staff and of any request by the SEC or its staff for any amendment amendments or supplements to the Schedule 13E-3 and the Proxy Statement or for additional informationinformation and shall supply the others with copies of all correspondence between it or him, as the case may be, or any of its or his, as the case may be, representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Schedule 13E-3 and the Proxy Statement, as applicable. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Sub reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after filing with the SEC. (b) As promptly The Company shall as reasonably soon as practicable following the clearance of the Proxy Statement by the SECdate hereof, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders Meeting") for the purpose of obtaining seeking the approval by the holders of Company Common Stock of the Plan of Merger, this Agreement, the Merger and the ILFC Amendment. For the avoidance of doubt, (i) the Company Shareholder Approval (may satisfy its obligations under this Section 6.01(b) by presenting the “Plan of Merger, this Agreement, the Merger and the ILFC Amendment to the requisite holders of shares of Company Shareholders Meeting”) Capital Stock at an annual meeting which was previously adjourned and (ii) except the Company may present such matters as a single proposal or as proposals which are conditioned on each other. The Proxy Statement shall include a description of the recommendations referred to the extent that in Section 3.03(b), and neither the Company Board nor any committee thereof shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d)withdraw or modify, include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the approval of this Agreementor propose to withdraw or modify such recommendations or related approval; provided, however, that the Company shall Board or the Special Committee may determine not to make such recommendations or to withdraw or modify such recommendations if the Special Committee determines in good faith, after consulting with and based on the advice of outside legal counsel, that such recommendations would be permitted inconsistent with its fiduciary duties to delay or postpone convening the holders of shares of Company Common Stock (other than Sub and JGM) under applicable law. Without limiting the generality of the foregoing, the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and agrees that its obligations pursuant to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance first sentence of a vote on this Agreement and the Merger, as may be required by applicable Law, or (BSection 6.01(b) with Parent’s prior written consent (which consent shall not be unreasonably withheldaffected by the withdrawal or modification by either the Company Board or the Special Committee of its approval or recommendation of the Plan of Merger, conditioned this Agreement, the Merger or delayed)the ILFC Amendment. (c) Sub shall cause all shares of Company Common Stock owned by it and all of its affiliates (other than the Company, additional time is necessary the Company Subsidiaries and the Excluded Affiliates) to solicit additional votes or proxiesbe voted in favor of the approval of the Plan of Merger, this Agreement, the Merger and the ILFC Amendment.

Preparation of Proxy Statement; Shareholders Meeting. (a) As The Company shall prepare and file with the SEC, as promptly as reasonably practicable following after the date hereof, a proxy statement in preliminary form relating to the Shareholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). Parent shall as promptly as reasonably practicable furnish to the Company any and all information relating to Parent required or reasonably requested by the Company to be included in the Proxy Statement, including any information required under the Exchange Act and the rules and regulations promulgated thereunder. The Company agrees that at the date of this Agreement, mailing to shareholders of the Company shalland at the time of the Shareholders Meeting, with the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement will comply in all material respects with the SEC. Parent, Merger Sub applicable provisions of the Exchange Act and the Company will cooperate with each other in the preparation of the Proxy Statementrules and regulations thereunder. Without limiting the generality In furtherance of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating agrees to it required by the Exchange Act to be set forth in cause the Proxy Statement. The Company shall use , at the date of mailing to shareholders of the Company, to include and disclose to its commercially stockholders the Company’s best reasonable efforts to resolve all SEC comments with respect to estimate of the Proxy Statement range and expected amounts of Selling Expenses and Per Share Selling Expenses; and in the event that the actual amount of total Selling Expenses (or the updated best reasonable estimate thereof, as promptly as practicable after receipt thereof. Each determined in good faith by the Company’s Chief Financial Officer) is greater than the amount of Parent, Merger Sub and the Company agree to correct any information provided by it for use best estimate indicated in the Proxy Statement which by more than $100,000 (or approximately $0.005 per share), then not less than five (5) business days prior to the time of the Shareholders Meeting the Company will provide supplemental disclosure (by the filing of a Form 8-K or other appropriate means) to its shareholders of the updated amount of such expenses and the corresponding Cash Consideration amount. Prior to filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall have become false provide Parent a reasonable opportunity to review and comment on such document or misleading. response, and Parent shall as promptly as reasonably practicable review and comment on such document and response. (b) The Company shall as soon as reasonably practicable promptly notify Parent and Merger Sub of the receipt of any and all written comments and material oral comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for any material additional information and shall promptly provide to Parent copies of all written correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use reasonable best efforts to reasonably promptly provide responses to the SEC with respect to all comments received on the Proxy Statement or for additional informationfrom the SEC. (bc) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the The Company, acting through the Company Board, shall (i) take or such committee thereof, will take, in accordance with Applicable Law and its articles of incorporation and bylaws, all reasonable action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose record holders of obtaining the Company Shareholder Approval Common Stock (the “Company Shareholders Meeting”) and (ii) except to as promptly as reasonably practicable after the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in date of mailing of the Proxy Statement to consider and vote upon the recommendation of the Company Board that the shareholders of the Company vote in favor of the approval adoption of this Agreement; provided. Notwithstanding anything herein to the contrary, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting, or adjourn the Shareholders Meeting (but not beyond the Termination Datetime that the Shareholders Meeting would otherwise be held, if determined by the Company in good faith, after receipt of advice to such effect by outside counsel, that such delay, postponement or adjournment is required by Applicable Law, including by the fiduciary duties of the Company Board or, if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) only there are insufficient shares of Company Common Stock represented (Aeither in person or by proxy) if and in order to approve the extent Merger or to constitute a quorum necessary to provide any necessary supplement or amendment conduct the business of the Shareholders Meeting. Subject to Section 4.02, the Company Board shall include its recommendation that the shareholders of the Company approve and adopt this Agreement in the Proxy Statement to and shall solicit proxies in favor of such approval and adoption. The foregoing notwithstanding, the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent Company shall not be unreasonably withheld, conditioned or delayed), additional time is necessary required to solicit additional votes or proxiesengage any third party proxy solicitor to assist in such solicitation.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this AgreementAgreement (and in any event within 20 business days after the date hereof), the Company Seller shall, with the assistance of ParentPurchaser, prepare the Proxy Statement and file proxy statement to be sent to the Proxy Statement shareholders of Seller in connection with the SECShareholders Meeting (as amended or supplemented, the “Proxy Statement”). Parent, Merger Sub Purchaser and the Company Seller will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent (i) Seller will provide Purchaser with a reasonable opportunity to review and Merger Sub comment on the Proxy Statement and (ii) upon Seller’s request, Purchaser will promptly furnish to the Company Seller the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company Each of the parties hereto shall use its commercially reasonable efforts to resolve all SEC comments with respect to cause the Proxy Statement to comply as promptly to form and substance as practicable after receipt thereofto such party in all material respects with the applicable requirements of (i) the Exchange Act and (ii) the rules and regulations of The NASDAQ Stock Market. (b) Seller agrees that none of the information supplied or to be supplied by Seller for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the shareholders of Seller and at the time of the Shareholders 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 the light of the circumstances under which they are made, not misleading. Purchaser agrees that none of the information supplied or to be supplied by Purchaser for inclusion in the Proxy Statement will, at the date it is first mailed to the shareholders of Seller and at the time of the Shareholders 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 the light of the circumstances under which they are made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Seller or any Affiliate thereof will be deemed to have been supplied by Seller and information concerning or related to Purchaser or any Affiliate thereof will be deemed to have been supplied by Purchaser. (c) Each of Parent, Merger Sub Seller and the Company Purchaser agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company Seller shall as soon as reasonably practicable notify Parent and Merger Sub Purchaser of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional informationinformation (and promptly deliver a copy of such comments, correspondence or request to Purchaser). (bd) As promptly soon as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the CompanySeller, acting through the Company Boardits board of directors, and in accordance with applicable Law, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining authorizing this Agreement, the Company Shareholder Approval Acquisition and the other transactions contemplated hereby (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), (A) include in the Proxy Statement the recommendation Seller Board Recommendation and (B) use its reasonable best efforts to obtain the necessary approval of the Company Board that transactions contemplated by this Agreement by the shareholders of the Company vote in favor of the approval of this AgreementSeller; provided, however, in the case of clause (ii), that the Company shall be permitted Seller board of directors may fail to delay take any such actions and/or may withdraw, modify or postpone convening change in a manner adverse to Purchaser all or any portion of the Company Shareholders Meeting Seller Board Recommendation solely in accordance with Section 5.02(b). Without limiting the generality of the foregoing, Seller agrees that its obligations pursuant to clause (but not beyond i) of the Termination Dateforegoing sentence of this Section 5.06(d) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayed)communication to Seller or any other Person of any TSG Proposal, additional time is necessary to solicit additional votes Seller Takeover Proposal or proxiesthe occurrence of any Adverse Recommendation Change.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly The Company shall, as reasonably soon as practicable following the date of this Agreement, the Company shall, prepare and file with the assistance of Parent, prepare Commission the Proxy Statement in preliminary form (provided that Parent and file its counsel shall be given reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. ParentCommission), Merger Sub and the Company will cooperate with each other in the preparation shall use its best efforts to respond as promptly as practicable to any comments of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy StatementCommission with respect thereto. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub promptly of the receipt of any comments from the SEC with respect to the Proxy Statement Commission or its staff and of any request by the SEC Commission or its staff for any amendment amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Requisite Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after filing with the Commission. Subject to the fiduciary duties under applicable law of the Company's Board of Directors, (i) the Proxy Statement shall contain the recommendation of the Company's Board of Directors, acting upon the recommendation of the Independent Committee, that the shareholders of the Company vote to adopt and approve this Agreement and the Merger and (ii) if requested to do so by Parent at any time prior to the Shareholders Meeting and subject to compliance with their fiduciary duties under applicable law, if there shall have been publicly announced an alternative Acquisition Proposal (as hereinafter defined), the Company's Board of Directors, acting upon the recommendation of the Independent Committee, shall within a reasonable period of time following such request (and prior to the Shareholders Meeting) publicly reaffirm such recommendation and shall publicly announce that it is not recommending that the shareholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Shareholders Meeting. (b) As promptly The Company shall, as reasonably soon as practicable following the clearance date of the Proxy Statement by the SECexecution of this Agreement, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders Shareholders Meeting for the purpose of obtaining seeking the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the shareholder approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger. Subject to compliance with their fiduciary duties under applicable law, as may be required by applicable Lawthe Company's Board of Directors, or (Bacting upon the recommendation of the Independent Committee, shall recommend to its shareholders that they adopt and approve this Agreement and the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.2(b) with Parent’s prior written consent (which consent shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayed), additional time is necessary communication to solicit additional votes the Company of any Acquisition Proposal. (c) Parent shall cause any and all shares of Company Common Stock beneficially owned by Parent or proxiesAcquisition Sub to be voted in favor of the adoption and approval of this Agreement and the Merger.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the The Company shall, as soon as practical following the expiration of the Offer, prepare and file with the assistance of Parent, prepare SEC the Proxy Statement and file the Proxy Statement with the SEC. Parentin preliminary form, Merger Sub and the Company will cooperate with and each other in the preparation of Conopco and Sub shall use its best efforts to respond as promptly as practicable to any comments of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy StatementSEC with respect thereto. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as notify Conopco promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement or its staff and of any request by the SEC or its staff for any amendment amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply Conopco with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Conopco reasonably objects. The Company shall use its best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after filing with the SEC. (b) As promptly The Company shall, as soon as reasonably practicable practical following the clearance expiration of the Proxy Statement by the SECOffer, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and for the purpose of seeking the Company Shareholder Approval. Without limiting the generality of the foregoing, the Company agrees that, unless this Agreement shall have been terminated, its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) except to the extent that withdrawal or modification by the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the of its approval or recommendation of the Company Board that the shareholders of the Company vote in favor of the approval of this Agreement; provided, however, that the Company Offer or the Merger. (c) Conopco shall cause all shares of Class A Common Stock purchased by Sub pursuant to the Offer and all other shares of Class A Common Stock owned by Sub or any other direct or indirect subsidiary of either Parent to be permitted to delay or postpone convening represented at the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to be voted in favor of obtaining the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiesCompany Shareholder Approval.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly The Company shall, at Parent’s request, as reasonably soon as practicable (and in any event within 10 business days) following the date of this AgreementAgreement , the Company shall, prepare and file with the assistance of Parent, prepare SEC the Proxy Statement in preliminary form, and file the Proxy Statement with the SEC. Parent, Merger Sub and each of the Company will cooperate with each other in the preparation and Parent shall use its best efforts to respond as promptly as practicable to any comments of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy StatementSEC with respect thereto. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub promptly of the receipt of any comments from the SEC with respect to the Proxy Statement or its staff and of any request by the SEC or its staff for any amendment amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after filing with the SEC. (b) As promptly The Company shall, as reasonably soon as practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) for the purpose of seeking the Company Shareholder Approval. The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval, and (ii) shall take all lawful action to solicit such approval, except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the has withdrawn or modified its approval or recommendation of this Agreement or the Company Board that the shareholders of the Company vote in favor of the approval of this Agreement; provided, however, that the Merger as permitted by Section 5.02(c). The Company shall be permitted to delay not adjourn or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement such meeting, except with Parent’s consent or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company shall, shall prepare and file a preliminary proxy statement relating to the meeting of the Company’s shareholders to be held in connection with the assistance Merger for purposes of Parentobtaining the Company Requisite Vote (together with any amendments thereof or supplements thereto, prepare in each case in the form or forms mailed to the Company’s shareholders, the “Proxy Statement”). Parent shall furnish all information concerning it, reasonably requested in writing by the Company, that is necessary in connection with the preparation of the Proxy Statement. Subject to Section 5.6, the Proxy Statement and file shall include the recommendation of the Board (the “Company Board Recommendation”) that its shareholders approve this Agreement and, subject to Section 5.6, the Board shall not withdraw, amend, modify or change the Company Board Recommendation in a manner adverse to Parent. The Company shall use its best efforts to have the Proxy Statement cleared by the Commission as promptly as practicable after such filing. The Company shall cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after it is cleared by the Commission. (b) If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the SECCommission such amendment or supplement as promptly thereafter as is practicable. Parent, Merger Sub and the Company will shall cooperate with each other in the preparation of the Proxy Statement. Without limiting , and the generality Company shall advise Parent of the foregoing, each receipt of Parent and Merger Sub will furnish any comments of the Commission with respect to the Company the information relating to it required Proxy Statement and of any requests by the Exchange Act Commission for any amendment or supplement thereto or of additional requests by the Commission for any amendment or supplement thereto or for additional information, and shall use reasonable best efforts to be set forth in provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the Commission with respect to the Proxy Statement. The Company shall use reasonable best efforts to give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the Commission before their being filed with, or sent to, the Commission. Each of the Company, Parent and Sub shall use its commercially reasonable efforts after consultation with the other parties hereto, to resolve respond promptly to all SEC such comments with respect to of and requests by the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. Commission. (c) The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect use its best efforts to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary necessary, in accordance with and subject to the VBCA and its Articles of Association and Bylaws, to duly call, give notice of, of and convene and hold a special meeting of its shareholders for to consider and vote upon the purpose approval of obtaining the Company Shareholder Approval this Agreement (such special shareholder meeting, together with any adjournments or postponements thereof, the “Company Shareholders Special Meeting”) and (ii) except to as promptly as practicable after the extent that clearance by the Commission of the Proxy Statement. The Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the recommendation of Company Board Recommendation and the Company Board that the shareholders of the Company vote in favor of shall use its best efforts to obtain the approval of the Merger and this Agreement subject only to the right to withdraw, amend, modify or change such Company Board Recommendation under the circumstances and in accordance with the procedures set forth in Section 5.6. Notwithstanding anything to the contrary contained in this Agreement; provided, however, that the Company shall be permitted to delay or may postpone convening the Company Shareholders Special Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide ensure that any necessary supplement or amendment to the Proxy Statement required by Law (unless resulting from a breach of this Agreement) is, to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be extent required by applicable Law, provided to its shareholders or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned adjourn the Special Meeting if there are insufficient Shares represented in person or delayed), additional time is by proxy to constitute a quorum necessary to solicit additional votes or proxiesconduct the business to be conducted at the Special Meeting (unless resulting from a breach of this Agreement).

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the The Company shall, shall prepare and file with the assistance SEC within two business days of Parentthe later of (i) the end of an Extension Period, prepare if any, and (ii) Last Call, the Proxy Statement in preliminary form, and file each of the Proxy Statement Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent and Cap Rock Holding shall cooperate in good faith with the SEC. Parent, Merger Sub and the Company will cooperate with each other in respect to the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub promptly of the receipt of any comments from the SEC with respect to the Proxy Statement or its staff and of any request by the SEC or its staff for any amendment amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall commence mailing the Proxy Statement within five business days of learning that the Proxy Statement will not be reviewed by the SEC or that the SEC staff has no further comments thereon. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and file with the SEC such an amendment or supplement. Subject to Section 5.02, the Company shall not mail or file any Proxy Statement or any amendment or supplement thereto, to which Parent reasonably objects. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the The Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose holders of obtaining the Company Shareholder Approval Common Stock (the “Company Shareholders Meeting”) in accordance with the BCA and (ii) the rules of the New York Stock Exchange within thirty days of commencing mailing of the Proxy Statement for the purpose of seeking the Company Shareholder Approval. The Company shall, through the Company Board, recommend to the holders of the Company Common Stock that they give the Company Shareholder Approval, except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with withdrawn or modified its approval or recommendation of this Agreement or the Exchange as permitted by Section 6.4(d5.02(d). Without limiting the generality of the foregoing, but subject to Section 8.01(f), include in the Proxy Statement Company agrees that its obligations pursuant to the recommendation first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) the withdrawal or modification by the Company Board that the shareholders of the Company vote in favor of the its approval or recommendation of this Agreement; provided, however, that Agreement or the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiesExchange.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC a proxy statement relating to the transactions contemplated by this Agreement (as amended or supplemented from time to time, the “Proxy Statement”) and the Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable following the date of this Agreement. The Company shall promptly notify the Purchaser 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 Proxy Statement and shall provide the Purchaser with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand which relates directly to the Proxy Statement (not including any documents that may be incorporated by reference therein). Notwithstanding 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 shall provide the Purchaser an opportunity to review and comment on such document or response which relates directly to the Proxy Statement (not including any documents that may be incorporated by reference therein). (b) If requested by the Company, the Purchaser shall use its commercially reasonable efforts to assist the Company in preparing the Proxy Statement, including, without limitation, providing to the Company any information regarding the Purchaser required to be included therein. (c) The Company shall, as promptly as practicable following the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the date of this Agreement) for, the Company shall, with the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval Required Vote (the “Company Shareholders Meeting”) ). The Company shall, through its Board of Directors, recommend to its shareholders that they adopt this Agreement and (ii) except to the extent that the Company Board transactions contemplated hereby, and shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include such recommendation in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the approval of this Agreement; Statement, provided, however, that the Company foregoing shall be permitted to delay not prohibit the Board of Directors from withdrawing, modifying or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and changing such recommendation at any time to the extent necessary that the Board of Directors determines to provide any necessary supplement do so in the exercise of their fiduciary duties; provided, further, nothing in the preceding proviso will relieve the Company of its obligations under this Agreement except for the obligation set forth in this sentence and in the first sentence of Section 4.5(d). If the Company fails to obtain the Required Vote at such Shareholders Meeting and this Agreement is not otherwise terminated by the Purchaser or amendment the Company pursuant to Section 11, the Company shall use commercially reasonable efforts to obtain the Required Vote at each successive shareholders meeting until the Required Vote is obtained. (d) Subject to the Proxy Statement to terms of Section 4.5(c) above, the CompanyBoard of Directors shall recommend the approval, adoption and authorization of the transactions contemplated hereby. Notwithstanding the Board’s shareholders withdrawal, modification or change of its recommendation in advance of a vote on this Agreement and accordance with the Mergerterms hereof, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent the Company shall not be unreasonably withheld, conditioned or delayed), additional time is necessary take all lawful action to solicit additional votes or proxiessuch approval, adoption and authorization.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable and in any event within twelve (12) Business Days following the date of this Agreement, the Company shall, shall prepare and cause to be filed with the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other SEC in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in preliminary form the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall promptly provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall (with the assistance of Parent) (i) respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, including filing any amendments or supplements to the Proxy Statement as may be required, and (ii) use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable after such filing, and (iii) cause the Proxy Statement to be filed in definitive form and mailed to the Company’s shareholders as promptly as reasonably practicable thereafter. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response (and the Company shall give good faith consideration to including any such reasonable comments in the Proxy Statement (or any supplement or amendment thereto) or response letter). (b) Parent shall use its commercially reasonable efforts to resolve provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments of the SEC comments or its staff related thereto. Parent will cause the information relating to Parent or Merger Sub supplied by it in writing expressly for inclusion in the Proxy Statement, at the time of the filing or mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Shareholders Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) In accordance with respect applicable Law and the Company’s Organizational Documents, the Company shall, as promptly as reasonably practicable, subject to the clearance of the Proxy Statement by the SEC, (i) establish a record date for and give notice of a meeting of its shareholders, for the purpose of voting for the approval of this Agreement (the “Shareholders Meeting”) and (ii) duly call, convene, and hold the Shareholders Meeting; provided, however, that (i) such meeting shall occur prior to the End Date and (ii) in no event shall such meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company’s shareholders; provided, further, that the Company may postpone or adjourn the Shareholders Meeting (for a period of not more than thirty (30) calendar days, individually or in the aggregate, but not past two (2) Business Days prior to the End Date) only (A) with the written consent of Parent, (B) for the absence of a quorum, (C) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval, or (D) as required by Law. Once the Company has established a record date for the Shareholders Meeting, the Company shall not change such record date or establish a different record date for the Shareholders Meeting without the prior written consent of Parent. If the record date for the Shareholders Meeting is changed, the Company shall, as to that record date, comply with each of its obligations under this Section 5.03. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of their respective Subsidiaries, officers or directors should be discovered by the Company or Parent which, pursuant to the Securities Act or Exchange Act, is required to be set forth in an amendment or a supplement to the Proxy Statement as so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly as practicable after receipt thereofinform the other Party and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement to the shareholders of the Company. Each of Parent, Merger Sub Parent and the Company agree (and Parent agrees to cause Merger Sub) to promptly correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub Each of the receipt of any comments from Company and Parent shall cause all documents that such Party is responsible for filing with the SEC in connection with respect the Merger to comply as to form in all material respects with the Proxy Statement and applicable requirements of the Exchange Act and, as applicable, not to contain any request by 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 SEC for any amendment to statements therein, in the Proxy Statement or for additional informationlight of the circumstances under which they were made, not misleading. (bd) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Unless there has occurred a Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d5.02(e), the Board of Directors of the Company shall make the Company Board Recommendation with respect to the approval of this Agreement, and the Company shall include the Company Board Recommendation in the Proxy Statement the recommendation and use its reasonable best efforts to solicit proxies in favor of the Company Board that the shareholders Shareholder Approval. Parent and Merger Sub shall vote all shares of the Company vote Common Stock held by them in favor of the approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Company shall, with the assistance of Parent, prepare the Proxy Statement and shall file the Proxy Statement with the SEC. ParentThe Company shall obtain and furnish the information required to be included in the Proxy Statement and shall respond promptly to any comments made by the SEC with respect to the preliminary Proxy Statement and cause the definitive Proxy Statement and form of proxy to be mailed to the Company’s shareholders at the earliest practicable date, Merger Sub subject to the provisions of Section 5.3(c) hereof. Parent shall be responsible for preparing the first draft of the Proxy Statement and delivering it to the Company will not later than April 25, 2004, shall otherwise cooperate with each other in the preparation of the Proxy Statement and shall furnish the Company with all information relating to it and Merger Sub for inclusion in the Proxy Statement as the Company may reasonably request. The Company agrees, as to information with respect to the Company, its officers, directors, shareholders and subsidiaries contained in the Proxy Statement. Without limiting the generality of the foregoing, each of and Parent agrees, as to information with respect to Parent and Merger Sub will furnish and their managers, members and officers contained in the Proxy Statement, that such information, at the date the definitive Proxy Statement is mailed to the shareholders of the Company and (as amended or supplemented) at the time of the Shareholders Meeting (and, if adjourned, at the time of each adjourned meeting), will not be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Parent and its counsel shall be given the opportunity to review the Proxy Statement and all amendments and supplements thereto prior to their being filed with the SEC, and the Company shall not make any such filing without consulting with Parent and including such modifications as Parent reasonably requests. The Company will advise Parent, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for an amendment of the Proxy Statement or comments from the SEC thereon and proposed responses thereto or requests by the SEC for additional information, and Company shall timely furnish copies thereof to Parent. The Company, on the one hand, and Parent, on the other hand, agree to promptly correct any information relating provided by said party for use in the Proxy Statement, if and to the extent that it shall have become materially false or misleading, and the Company further agrees to take all steps reasonably necessary to cause the Proxy Statement as so corrected to be filed promptly with the SEC and to use all reasonable efforts to cause the definitive Proxy Statement to be disseminated to the Company’s shareholders, in each case, as and to the extent required by applicable laws, rules and regulations. (b) Parent and its affiliates (to the Exchange Act extent required by law) shall prepare, together with the Company, a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the “Schedule 13E-3”) with respect to the transactions contemplated by this Agreement, and shall cause the Schedule 13E-3 to be set forth in filed with the SEC concurrently with the filing of the Proxy Statement. The Company shall use its commercially reasonable efforts promptly furnish to resolve Parent all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and information concerning the Company agree to as may reasonably be requested by Parent in connection with the preparation of the Schedule 13E-3. The Company shall promptly supplement, update and correct any information provided by it for use in the Proxy Statement which Schedule 13E-3, if and to the extent that such information is or shall have become incomplete, false or misleading. In any such event, Parent shall take all reasonable steps necessary to cause the Schedule 13E-3 as so supplemented, updated or corrected to be filed with the SEC and Parent and Company shall take all reasonable steps to cause same to be disseminated to the holders of Company Common Stock, in each case, as and to the extent required by applicable federal securities laws. The Company and its counsel shall as soon as reasonably practicable notify Parent be given an opportunity to review and Merger Sub comment on the Schedule 13E-3 and each supplement, amendment or response to comments by the staff of the receipt of any comments from the SEC with respect thereto prior to its being filed with or delivered to the Proxy Statement SEC and Parent shall consider any request by such comments in good faith. Parent agrees to provide the Company and its counsel with copies of any comments that Parent or its counsel may receive from the staff of the SEC for any amendment to concerning the Proxy Statement or for additional informationSchedule 13E-3 promptly after receipt thereof. (bc) As promptly soon as reasonably practicable following the clearance of comments from the staff of the SEC regarding the Proxy Statement by the SECStatement, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene call and hold a meeting of its shareholders the Shareholders Meeting, which shall be the Company’s Annual Shareholders Meeting for 2004, for the purpose of obtaining the Company Two-Tiered Shareholder Approval (of the “Merger Voting Items, and transacting such other Company business as is appropriate for the Company’s 2004 Annual Shareholders Meeting”) and (ii) except . The notice of the Shareholders Meeting mailed to the extent that the Company Board Company’s shareholders shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the recommendation be accompanied by a copy of the Company Board that definitive Proxy Statement, and shall be mailed to the Company’s shareholders not less than twenty days prior to the date of the Company vote in favor Shareholders Meeting. The Company, through its Board of Directors, shall recommend to its shareholders approval of the approval of this Agreement; Merger Voting Items, provided, however, that the Company Company’s Board of Directors may withdraw, modify or amend its recommendation if it shall be permitted to delay or postpone convening determine in the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if reasonable and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement customary exercise of its fiduciary duties to the Company’s shareholders under applicable law that such recommendation should not be made. After the delivery to the Company’s shareholders of copies of the definitive Proxy Statement, the Company shall use its reasonable best efforts to solicit proxies from its shareholders in advance connection with the Shareholders Meeting, and otherwise to secure the vote or consent of a vote on its shareholders in favor of each of the Merger Voting Items, in each case, conformably with applicable laws, rules and regulations, unless the Company’s Board of Directors shall determine in good faith, in the reasonable and customary exercise of its fiduciary duties to the Company’s shareholders under applicable law, that such solicitation should not be made. In the event that the Shareholders Meeting is adjourned one or more times, references in this paragraph and elsewhere in this Agreement and to “the MergerShareholders Meeting” shall be deemed to apply, as may be required by applicable Lawmutatis mutandis, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxieseach adjourned meeting.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall, with the assistance of Parent, shall prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub subject to the prior review, comment and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each approval of Parent and Merger Sub will furnish (which approval shall not be unreasonably withheld or delayed), a proxy statement relating to the Company Shareholder Approval (such proxy statement, as amended or supplemented from time to time, the information relating to it required by the Exchange Act to be set forth in the “Proxy Statement”), which shall include the Company Board Recommendation, subject to the right of the Company Board to make a Company Adverse Recommendation Change pursuant to Section 5.5. The Company shall use its commercially reasonable best efforts (i) to resolve all respond to the comments of the SEC comments with respect and its staff, (ii) to have the Proxy Statement cleared by the SEC, and (iii) to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after receipt thereof. Each of Parentthereafter; provided, Merger Sub and that (A) the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify advise Parent and Merger Sub promptly of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and (B) no filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld or delayed) and without providing Parent the reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to Parent or the Company or any Company Subsidiary, or any of their respective Affiliates, officers or directors, should become known to Parent or the Company or any Company Subsidiary which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders of the Company. (b) As promptly as reasonably practicable following Each of the clearance of Company and Parent shall supply such information specifically for inclusion or incorporation by reference in the Proxy Statement by necessary so that, at the SECdate it is first mailed to the Company’s shareholders or at the time of the Company Shareholders’ Meeting, the CompanyProxy 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, acting through in light of the circumstances under which they are made, not misleading. Each of the parties hereto shall use their reasonable best efforts so that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. (c) The Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Shareholders’ Meeting”), including using its reasonable best efforts (unless the Company Board has made a Company Adverse Recommendation Change pursuant to Section 5.5(b)) to solicit proxies in favor of the adoption of this Agreement and to obtain the Company Shareholder Approval. The Company shall ensure that the Company Shareholders’ Meeting is duly called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders’ Meeting are solicited in compliance with applicable Law, the rules of Nasdaq and the Company Organizational Documents. The Company’s obligation to call, give notice of and hold the Company Shareholders’ Meeting in accordance with this Section 5.9(c) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Superior Proposal or other Company Takeover Proposal or by any Company Adverse Recommendation Change. Without limiting the generality of the foregoing, the Company agrees that (i) unless this Agreement is terminated in accordance with Article VII, the Company shall not submit any Company Takeover Proposal to a vote of its shareholders and (ii) the Company shall not (without Parent’s prior written consent) adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) the Company Shareholders’ Meeting, except to the extent that required to obtain the Company Board shall have effected an Adverse Recommendation Change Shareholder Approval in accordance with Section 6.4(d), include in the Proxy Statement the recommendation respect of the Company Board that the shareholders of the Company vote in favor of the approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company shall, AMLI shall prepare and file with the assistance of Parent, prepare the SEC a preliminary Proxy Statement for the purpose of calling the AMLI Shareholder Meeting to obtain the AMLI Shareholder Approval, provided, that AMLI shall consult with Purchaser and file the provide Purchaser a reasonable opportunity to review and comment on such preliminary Proxy Statement with the SECprior to filing. Parent, Merger Sub and the Company will The parties shall reasonably cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent Statement and Merger Sub will furnish to the Company the information relating to it required have such document cleared by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereofsuch filing. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable AMLI will notify Parent and Merger Sub of Purchaser promptly following the receipt of any comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment amendments or supplements to the Proxy Statement or for additional informationinformation and will supply Purchaser with copies of all correspondence with the SEC with respect to the Proxy Statement. The Proxy Statement, and any supplement or amendment thereto, shall comply in all material respects with all applicable requirements of Law. AMLI shall date the Proxy Statement as of the approximate date of mailing to its shareholders and shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to its shareholders at the earliest practicable date. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, (i) Purchaser or AMLI, as the case may be, shall promptly inform the other of such occurrences, (ii) AMLI shall prepare and file with the SEC any such amendment or supplement to the Proxy Statement; provided, however, that no amendment or supplement to the Proxy Statement will be made without prior consultation with Purchaser and providing Purchaser a reasonable opportunity to review and comment on such amendment or supplement, (iii) AMLI shall use its commercially reasonable efforts to have any such amendment or supplement cleared for mailing, to the extent necessary, to AMLI shareholders as promptly as practicable after such filing and (iv) AMLI shall use its commercially reasonable efforts to have any such amendment or supplement mailed to its shareholders at the earliest practicable date. (b) As promptly AMLI will, as reasonably soon as practicable following the clearance of date on which the Proxy Statement is cleared by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a the AMLI Shareholder Meeting (but in no event shall such meeting of be held sooner than 20 days, or except as provided in Section 5.1(c) later than 60 days, following the date the Proxy Statement is mailed to its shareholders shareholders), for the purpose of obtaining the Company AMLI Shareholder Approval Approval. AMLI will, through the AMLI Board of Trustees, recommend to its shareholders approval of the Merger and the other transactions contemplated hereby and further covenants that the Proxy Statement will include such recommendation (the “Company Shareholders Meeting”) and (ii"AMLI Recommendation") except to the extent that the Company AMLI Board of Trustees shall have effected an Adverse Recommendation Change withdrawn such recommendation in accordance with Section 6.4(d5.6 hereof. (c) If on the date of the AMLI Shareholders Meeting or any subsequent adjournment thereof pursuant to this Section 5.1(c), include in the Proxy Statement the recommendation AMLI has not received proxies representing a sufficient number of the Company Board that the shareholders of the Company vote in favor of the approval of this Agreement; provided, however, that the Company shall be permitted AMLI Common Shares to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and approve the Merger, AMLI shall adjourn the AMLI Shareholder Meeting until such date as may shall be required mutually agreed upon by applicable LawAMLI and Purchaser, or (B) with Parent’s prior written consent (which consent date shall not be unreasonably withheldless than ten days nor more than 20 days after the date of adjournment, conditioned or delayed)and shall continue to use its commercially reasonable efforts, additional time is necessary together with its proxy solicitor, to solicit additional votes or proxiesassist in the solicitation of proxies from shareholders relating to the AMLI Shareholder Approval.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly The Company shall, as reasonably soon as practicable following the date execution of this Agreement, the Company shall, prepare and file with the assistance of Parent, prepare SEC the Proxy Statement in preliminary form, and file the Proxy Statement with the SEC. Parent, Merger Sub and each of the Company will cooperate with each other in the preparation and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy StatementSEC with respect thereto. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub promptly of the receipt of any comments from the SEC with respect to the Proxy Statement or its staff and of any request by the SEC or its staff for any amendment amendments or supplements to the Proxy Statement or for additional informationinformation and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Parent shall provide promptly any information or responses to comments, or other assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall afford Parent the opportunity to comment upon, and shall accept all reasonable comments to, the Proxy Statement and any amendment or supplement thereto. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after filing with the SEC. (b) As promptly The Company shall, as reasonably soon as practicable following the clearance execution of the Proxy Statement by the SECthis Agreement, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "COMPANY SHAREHOLDERS MEETING") for the purpose of obtaining seeking the Company Shareholder Approval. Each of the parties shall use its respective reasonable best efforts to take such steps as are necessary to hold the Company 44 40 Shareholders Meeting within 120 days of the date of this Agreement. The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval (subject to Section 5.02(b)). Without limiting the “generality of the foregoing, the Company Shareholders Meeting”) and (ii) except agrees that its obligations pursuant to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the approval first two sentences of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination DateSection 6.01(b) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayed), additional time is necessary communication to solicit additional votes or proxiesthe Company of any Company Takeover Proposal.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company shall, AMLI shall prepare and file with the assistance of Parent, prepare the SEC a preliminary Proxy Statement for the purpose of calling the AMLI Shareholder Meeting to obtain the AMLI Shareholder Approval, provided, that AMLI shall consult with Purchaser and file the provide Purchaser a reasonable opportunity to review and comment on such preliminary Proxy Statement with the SECprior to filing. Parent, Merger Sub and the Company will The parties shall reasonably cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent Statement and Merger Sub will furnish to the Company the information relating to it required have such document cleared by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereofsuch filing. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable AMLI will notify Parent and Merger Sub of Purchaser promptly following the receipt of any comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment amendments or supplements to the Proxy Statement or for additional informationinformation and will supply Purchaser with copies of all correspondence with the SEC with respect to the Proxy Statement. The Proxy Statement, and any supplement or amendment thereto, shall comply in all material respects with all applicable requirements of Law. AMLI shall date the Proxy Statement as of the approximate date of mailing to its shareholders and shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to its shareholders at the earliest practicable date. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, (i) Purchaser or AMLI, as the case may be, shall promptly inform the other of such occurrences, (ii) AMLI shall prepare and file with the SEC any such amendment or supplement to the Proxy Statement; provided, however, that no amendment or supplement to the Proxy Statement will be made without prior consultation with Purchaser and providing Purchaser a reasonable opportunity to review and comment on such amendment or supplement, (iii) AMLI shall use its commercially reasonable efforts to have any such amendment or supplement cleared for mailing, to the extent necessary, to AMLI shareholders as promptly as practicable after such filing and (iv) AMLI shall use its commercially reasonable efforts to have any such amendment or supplement mailed to its shareholders at the earliest practicable date. (b) As promptly AMLI will, as reasonably soon as practicable following the clearance of date on which the Proxy Statement is cleared by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a the AMLI Shareholder Meeting (but in no event shall such meeting of be held sooner than 20 days, or except as provided in Section 5.1(c) later than 60 days, following the date the Proxy Statement is mailed to its shareholders shareholders), for the purpose of obtaining the Company AMLI Shareholder Approval Approval. AMLI will, through the AMLI Board of Trustees, recommend to its shareholders approval of the Merger and the other transactions contemplated hereby and further covenants that the Proxy Statement will include such recommendation (the “Company Shareholders MeetingAMLI Recommendation”) and (ii) except to the extent that the Company AMLI Board of Trustees shall have effected an Adverse Recommendation Change withdrawn such recommendation in accordance with Section 6.4(d5.6 hereof. (c) If on the date of the AMLI Shareholders Meeting or any subsequent adjournment thereof pursuant to this Section 5.1(c), include in the Proxy Statement the recommendation AMLI has not received proxies representing a sufficient number of the Company Board that the shareholders of the Company vote in favor of the approval of this Agreement; provided, however, that the Company shall be permitted AMLI Common Shares to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and approve the Merger, AMLI shall adjourn the AMLI Shareholder Meeting until such date as may shall be required mutually agreed upon by applicable LawAMLI and Purchaser, or (B) with Parent’s prior written consent (which consent date shall not be unreasonably withheldless than ten days nor more than 20 days after the date of adjournment, conditioned or delayed)and shall continue to use its commercially reasonable efforts, additional time is necessary together with its proxy solicitor, to solicit additional votes or proxiesassist in the solicitation of proxies from shareholders relating to the AMLI Shareholder Approval.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company shall, with the assistance of Parent, shall prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to shall cooperate with the Company the information relating to it required by the Exchange Act to be set forth in such preparation and filing of, the Proxy Statement. The Company shall use its commercially reasonable best efforts to resolve all SEC comments with respect to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub is cleared by the staff of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment mailing to the Proxy Statement or for additional informationCompany's shareholders. (b) As promptly The Company shall, as reasonably soon as practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders Meeting") in accordance with applicable Law and the Company's articles of incorporation and bylaws for the purpose of obtaining Shareholder Approval with respect to this Agreement and the Merger and shall, through the Board of Directors of the Company, subject to Section 4.2(c), recommend to its shareholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing, but subject to its rights under Section 4.2, the Company Shareholder Approval agrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal. Notwithstanding any withdrawal, modification or change in any approval or recommendation of the Board of Directors of the Company, the Company shall hold the Shareholders Meeting pertaining to this Section 5.1(b). The Company shall ensure that all proxies solicited in connection with the Shareholders Meeting are solicited in compliance with all applicable Laws. (c) Parent shall (i) provide the “Company Shareholders Meeting”) with all information concerning Parent or the Merger Sub reasonably requested by the Company to be included in the Proxy Statement and (ii) except to at the extent that Shareholders Meeting, if held, or any postponement or adjournment thereof (or at any other meeting at which the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(dMerger or this Agreement are considered by shareholders), include in the Proxy Statement the recommendation vote, or cause to be voted, all of the Company Board that shares of Common Stock then owned by it, the shareholders Merger Sub or any of the Company vote its other subsidiaries, if any, in favor of the approval and adoption of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiestransactions contemplated hereby.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable and in any event within twelve (12) Business Days following the date of this Agreement, the Company shall, shall prepare and cause to be filed with the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other SEC in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in preliminary form the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall promptly provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall (with the assistance of Parent) (i) respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, including filing any amendments or supplements to the Proxy Statement as may be required, and (ii) use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable after such filing, and (iii) cause the Proxy Statement to be filed in definitive form and mailed to the Company’s shareholders as promptly as reasonably practicable thereafter. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response (and the Company shall give good faith consideration to including any such reasonable comments in the Proxy Statement (or any supplement or amendment thereto) or response letter). (b) Parent shall use its commercially reasonable efforts to resolve provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments of the SEC comments or its staff related thereto. Parent will cause the information relating to Parent or Merger Sub supplied by it in writing expressly for inclusion in the Proxy Statement, at the time of the filing or mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Shareholders Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) In accordance with respect applicable Law and the Company’s Organizational Documents, the Company shall, as promptly as reasonably practicable, subject to the clearance of the Proxy Statement by the SEC, (i) establish a record date for and give notice of a meeting of its shareholders, for the purpose of voting for the approval of this Agreement (the “Shareholders Meeting”) and (ii) duly call, convene, and hold the Shareholders Meeting; provided, however, that (i) such meeting shall occur prior to the End Date and (ii) in no event shall such meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company’s shareholders; provided, further, that the Company may postpone or adjourn the Shareholders Meeting (for a period of not more than thirty (30) calendar days, individually or in the aggregate, but not past two (2) Business Days prior to the End Date) only (A) with the written consent of Parent, (B) for the absence of a quorum, (C) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval, or (D) as required by Law. Once the Company has established a record date for the Shareholders Meeting, the Company shall not change such record date or establish a different record date for the Shareholders Meeting without the prior written consent of Parent. If the record date for the Shareholders Meeting is changed, the Company shall, as to that record date, comply with each of its obligations under this ‎Section 5.03. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of their respective Subsidiaries, officers or directors should be discovered by the Company or Parent which, pursuant to the Securities Act or Exchange Act, is required to be set forth in an amendment or a supplement to the Proxy Statement as so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly as practicable after receipt thereofinform the other Party and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement to the shareholders of the Company. Each of Parent, Merger Sub Parent and the Company agree (and Parent agrees to cause Merger Sub) to promptly correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub Each of the receipt of any comments from Company and Parent shall cause all documents that such Party is responsible for filing with the SEC in connection with respect the Merger to comply as to form in all material respects with the Proxy Statement and applicable requirements of the Exchange Act and, as applicable, not to contain any request by 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 SEC for any amendment to statements therein, in the Proxy Statement or for additional informationlight of the circumstances under which they were made, not misleading. (bd) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Unless there has occurred a Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d‎Section 5.02(e), the Board of Directors of the Company shall make the Company Board Recommendation with respect to the approval of this Agreement, and the Company shall include the Company Board Recommendation in the Proxy Statement the recommendation and use its reasonable best efforts to solicit proxies in favor of the Company Board that the shareholders Shareholder Approval. Parent and Merger Sub shall vote all shares of the Company vote Common Stock held by them in favor of the approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereof, the Company, in cooperation with Parent, shall prepare and cause to be filed with the SEC proxy materials in compliance as to form in all material respects with all Applicable Law, including the provisions of this Agreementthe Securities Act and the Exchange Act, that shall constitute the Proxy Statement. If at any time prior to the Company Shareholder Meeting any fact or event relating to Parent or Merger Sub or any of their Affiliates which should be set forth in a supplement to the Proxy Statement should be discovered by Parent or Merger Sub or should occur, Parent and Merger Sub shall, promptly after becoming aware thereof, inform the Company of such fact or event. If at any time prior to the Company Shareholder Meeting any fact or event relating to the Company or any of its Affiliates which should be set forth in a supplement to the Proxy Statement should be discovered by the Company or should occur, the Company shall, with promptly after becoming aware thereof, inform the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statementof such fact or event. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to have the Proxy Statement cleared by the SEC promptly. The Company shall, as promptly as practicable after receipt thereof, provide Parent with copies of any written comments, and advise Parent of any oral comments, with respect to the Proxy Statement received from the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and the Company will provide Parent with a copy of all such filings made with the SEC. No filing of, or amendment to, or written correspondence to the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent and its counsel reasonable opportunity to review and comment thereon. Each of the Company, Parent and Merger Sub agrees to use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Shares entitled to vote at the Company Shareholders Meeting at the earliest practicable time. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement shall be made without the approval of Parent, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by the Company that are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company Recommendation may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation, and in such event, there shall be no right of approval. The Company will use all commercial and reasonable efforts to cause the Proxy Statement to be mailed to the Company shareholders as promptly as practicable. Each of the Company, Parent and Merger Sub and the Company agree to correct promptly any information provided by it for use inclusion in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the The Company Board, shall (i) duly take all lawful action necessary to duly call, give notice of, convene and hold a meeting of its shareholders the Company Shareholders Meeting as soon as practicable for the purpose of obtaining the Company Shareholder Approval and, subject to Section 6.05, shall take all reasonable and lawful action to solicit the Company Shareholder Approval; provided, however, that nothing contained herein shall be deemed to require or obligate the Company to hold the Company Shareholder Meeting more than two Business Days prior to the Closing Date. The Board of Directors of the Company shall recommend the adoption of the plan of merger contained in this Agreement by the Company shareholders to the effect as set forth in sub-clauses (A), (B) and (C) of Section 4.01(c)(1) hereof (the “Company Recommendation”), and shall not (1) fail to make, withhold, withdraw, modify or qualify (or propose to fail to make, withhold, withdraw, modify or qualify) in any manner adverse to Parent the Company Recommendation, (2) take any action or make any statement in connection with the Company Shareholders Meeting”Meeting inconsistent with the Company Recommendation, (3) approve, recommend or take any position or action (it being understood and (ii) except agreed that any “stop-look-and-listen” communication to the extent Company’s shareholders of the nature contemplated by Rule 14d-9 and under the Exchange Act shall not be deemed to constitute approval, a recommendation, an action, or the taking of a position) other than to recommend rejection (including, by way of example and not limitation, withdrawing, modifying or changing in a manner adverse to Parent any such recommendation or rejection), which recommendation of rejection in the case of a tender offer or exchange offer for outstanding shares of Company Common Shares shall be made within ten (10) Business Days after the commencement of such tender offer or exchange offer, of any Acquisition Proposal, (4) authorize, cause or permit the Company to enter into (or publicly propose that the Company Board shall have effected an Adverse Recommendation Change enter into) any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement with respect to any Acquisition Proposal except for a confidentiality agreement referred to in Section 6.05(b)(C) entered into in the circumstances referred to in accordance with the provisions of such clause, or (5) authorize, approve or publicly recommend or propose to approve or recommend any Acquisition Proposal (or resolve or authorize or propose to agree to do any of the foregoing) (collectively, Subsections (b)(1) through (b)(5) of this Section 6.4(d), include shall be a “Change in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the approval of this AgreementRecommendation”); provided, however, that the Company shall be permitted to delay or postpone convening and the Board of Directors of the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide may take any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxiesaction permitted under Section 6.05.