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 6.3(e) or Section 6.3(f), 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) additional time is necessary to solicit additional votes or proxies.

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 ▇▇. ▇▇▇ and Parent shall have effected an Adverse Recommendation Change in accordance with Section 6.3(e) or Section 6.3(f)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 ▇▇. ▇▇▇, 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) additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable practicable, but in no event later than 21 days 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 Parent and Buyer shall cooperate with the Company will cooperate with each other in the such preparation of the Proxy Statement. Without limiting the generality of the foregoingand filing of, 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 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 law, the Company's Articles of Incorporation and the Company's Code of Regulations for the purpose of obtaining Shareholder Approval and shall, through the Board of Directors of the Company, subject to Section 4.2, recommend to its shareholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. The Shareholders Meeting may not be adjourned or postponed beyond July 15, 1999. (c) Parent agrees that (i) it will provide the Company Shareholder Approval (with all information concerning Parent or the “Company Shareholders Meeting”) Buyer necessary or reasonably appropriate 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 6.3(e) Merger or Section 6.3(fthis Agreement are considered by shareholders), include in the Proxy Statement the recommendation it will vote, or cause to be voted, all of the Company Board that shares of Common Stock then owned by it, the shareholders Buyer 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) additional time is necessary to solicit additional votes or proxiestransactions contemplated hereby.

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 the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except with respect to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.3(e) or Section 6.3(f), 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 MergerMerger and shall, as may 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 agrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be required 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 Law, or (B) additional time is necessary to solicit additional votes or proxiesLaws.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly Except as reasonably practicable following the date of this Agreementotherwise provided in Section 6.01(b), the Company shall, as soon as practicable following the expiration of 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 the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality Company, Parent and Sub shall use their best efforts to respond as promptly as practicable to any comments 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 in definitive form 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 acceptance for payment and purchase of the Proxy Statement shares of Common Stock by Sub pursuant to the SECOffer and, if later, the Companyexpiration of any subsequent offer period under Section 1.01(a), 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 (Approval. Subject to Section 5.02(b), the “Company Shareholders Meeting”) and (ii) except shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the extent that first sentence of this Section 6.01 (b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company Board of any Company Takeover Proposal. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall have effected an Adverse Recommendation Change acquire at least 80% of the outstanding shares of each series of Company Capital Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a shareholders meeting in accordance with Section 6.3(e) or Section 6.3(f), include in the Proxy Statement the recommendation 607.1104 of the BCA. (c) Parent shall cause all shares of Company Board that Common Stock purchased pursuant to the shareholders Offer and all other shares of the Company vote Common Stock owned by Parent, Sub or any other subsidiary of Parent to be voted 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) additional time is necessary to solicit additional votes or proxies.