Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. (a) As promptly as practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter), the Company shall file with the SEC the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Laws.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter)Agreement, the Company shall file with the SEC the Proxy Statement in preliminary formStatement. The Company shall will use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, Statement to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.35.2, the Proxy Statement shall will contain the Company Recommendation and the Company shall comply in all respects with use reasonable best efforts to obtain the relevant provisions of the MBCAShareholder Approval. (b) Parent and Merger Sub shall will provide for inclusion, inclusion or incorporation by reference, reference in the Proxy Statement of all required information regarding relating to Parent and Merger Subor its Affiliates. The Company shall provide Parent and its counsel reasonable shall be given the opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), Statement before such it is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall will provide Parent and its counsel with (i) counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable the provide Parent and its counsel with the opportunity to review and comment on such commentsthe Company’s proposed response thereto. The Company shall use all commercially reasonable efforts will respond promptly to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC any such comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by from the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SECor its staff. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Laws.

Preparation of Proxy Statement. (a) As promptly as practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter), the The Company shall promptly prepare and file with the SEC the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement; provided, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oralhowever, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the shall furnish such preliminary Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to Parent for review and comment on before such commentsfiling with the SEC and that such preliminary Proxy Statement shall be subject to Parent’s prior approval of the preliminary Proxy Statement, which approval shall not be unreasonably withheld or delayed; provided that, notwithstanding the foregoing, the Company may file any such preliminary Proxy Statement in the absence of such approval in the form the Company in good faith believes is necessary to comply with Applicable Law. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. Without limiting As promptly as practicable after comments are received from the generality SEC with respect to the preliminary Proxy Statement, the Company shall use commercially reasonable efforts to respond to the comments of the SEC. The Company shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to the SEC, and the amended or supplemented Proxy Statement shall be subject to Parent’s prior approval, which approval shall not be unreasonably withheld or delayed; provided that, notwithstanding the foregoing, each the Company may file any such amended or supplemented Proxy Statement in the absence of such approval in the Company, form the Company in good faith believes is necessary to comply with Applicable Law. Parent and Merger Sub agrees shall promptly provide the Company with such information as may be required to promptly (i) correct any information provided by it for use be included in the Proxy Statement if or as may be reasonably required to respond to any comment of the SEC. The Company hereby covenants and to the extent agrees with Parent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement (at the time it is first mailed to include any information that shall become stockholders of the Company and at the time of the meeting of the stockholders of the Company contemplated in Section 5.3) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleadingmisleading (provided, however, that this sentence shall not apply to information contained in the Proxy Statement that was supplied by Parent for inclusion therein). The If, at any time prior to the meeting of the stockholders of the Company further agrees contemplated in Section 5.3, any event with respect to the Company, or with respect to other information supplied by the Company for inclusion in the Proxy Statement, occurs and such event is required to be described in a supplement to the Proxy Statement, the Company shall promptly notify Parent of such occurrence and shall promptly prepare, file and disseminate such supplement. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and mailed to be disseminated to the holders its stockholders of record, as of the Common Sharesrecord date established by the board of directors of the Company, in each case as and to the extent required by applicable federal securities Lawspromptly as practicable thereafter.

Preparation of Proxy Statement. (a) As promptly soon as practicable after the date of this Agreement hereof (but and in any event, no later than the 45th day thereafterbut subject to Parent’s timely performance of its obligations under Section 6.04(b), within twenty (20) Business Days hereof), the Company shall file prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Unless there is an Adverse Recommendation Change pursuant to Section 6.03, the Proxy Statement in preliminary formshall include the Board Recommendation. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) will cause the Proxy Statement, in definitive form, to be disseminated to at the holders time of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, mailing of the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communicationsthereto, and (ii) at the time of the Stockholders’ Meeting, to not contain any untrue statement of a reasonable opportunity material fact or omit to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form state any material fact required to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false stated therein or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement. The Company further agrees to will cause the Proxy Statement to comply as so corrected or supplemented to be filed form in all material respects with the SEC provisions of the Exchange Act and the rules and regulations promulgated thereunder and to be disseminated satisfy all rules of the NASDAQ. The Company shall promptly notify Parent and Merger Sub 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 holders Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the Common SharesSEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in each case as the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub and their Representatives a reasonable opportunity to review and to the extent required by applicable federal securities Lawspropose comments on such document or response and shall consider in good faith any comments so proposed.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter)hereof, the Company shall file prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.02(f), the Proxy Statement shall include the Recommendation with respect to the Merger, the Fairness Opinion (if not withdrawn, and subject to the consent of Lazard) and a copy of Section 351.455 of the MGBCL. The Company shall cause the Proxy Statement to comply as to form in preliminary formall material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of Nasdaq. The Company shall promptly notify the Parent Entities 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, and shall provide the Parent Entities with copies of all related 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 use all commercially reasonable efforts to (i) respond as promptly as reasonably practicable to the any comments of the SEC (subject or the staff of the SEC with respect to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide the Parent Entities and its their counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and Statement (including any amendment or supplement thereto (other than amendments or supplements thereto revisions thereto) and all other materials used in compliance with Section 5.3), before such is filed connection with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with Shareholders’ Meeting that (i) any comments constitute “proxy materials” or communications“solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 promulgated under the Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 promulgated under the Exchange Act, whether written or oral, that in each case prior to the Company or its counsel may receive from time to time from filing thereof with the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt dissemination thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with and shall give good faith consideration to any comments made by Parent or its counsel, but the SECCompany shall not be obligated to incorporate any such comment. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Laws.

Preparation of Proxy Statement. (a) As promptly soon as practicable after the date of this Agreement (but Agreement, and provided that Parent and ▇▇▇▇▇▇ Sub have complied in any eventall respects with Section 6.04(b), no later than thirty (30) calendar days after the 45th day thereafter)date of this Agreement, the Company shall file prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Unless there has been an Adverse Recommendation Change made in accordance with Section 6.03(b), the Proxy Statement in preliminary formshall include the Board Recommendation. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) will cause the Proxy Statement, in definitive form, to be disseminated to at the holders time of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, mailing of the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communicationsthereto, and (ii) at the time of the Stockholders’ Meeting, not to contain any untrue statement of a reasonable opportunity material fact or omit to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form state any material fact required to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false stated therein or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation, warranty or covenant is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub (or their Representatives) for inclusion or incorporation by reference in the Proxy Statement. The Company further agrees to will cause the Proxy Statement to comply as so corrected or supplemented to be filed form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy in all material respects the rules of Nasdaq. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC and or disseminating such documents to be disseminated to the holders stockholders of the Common SharesCompany and reasonable opportunity to review and comment on all responses to requests from the SEC for additional information, in each case as and case, to the extent required reasonably practicable. The Company shall consider in good faith any comments made by applicable federal securities LawsParent and its counsel with respect to the foregoing; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment of Parent to effect an Adverse Recommendation Change pursuant to and in accordance with Section 6.03. 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, and shall promptly provide Parent with copies of all correspondence with respect to the Proxy Statement or the Transactions 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 use commercially reasonable efforts to respond as promptly as reasonably practicable to, and Parent shall use commercially reasonable efforts to assist the Company in responding to, any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment in accordance with this Section 6.04(a) on any proposed written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, 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.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable after the date of this Agreement Signing Date (but and in any event, no event later than the 45th day 45 days thereafter), the Company shall file with the SEC the Proxy Statement in preliminary formStatement. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, Statement to be disseminated to the holders of the Common Shares, as and to promptly as practicable after the extent required Proxy Statement is cleared by applicable federal securities Lawsthe SEC. Subject to Section 5.35.2, the Proxy Statement shall contain the Company Recommendation and the Company shall comply in all respects with use reasonable best efforts to obtain the relevant provisions of the MBCAShareholder Approval. (b) Parent and Merger Sub shall provide for inclusion, inclusion or incorporation by reference, reference in the Proxy Statement of all required information regarding relating to Parent and Merger Subor its Affiliates. The Company shall provide Parent and its counsel shall be given the reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), Statement before such it is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time CLI-202375011v3 from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable the opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts respond promptly to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC any such comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by from the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SECor its staff. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities LawsLaw.

Preparation of Proxy Statement. (a) As promptly soon as practicable after the date of this Agreement hereof (but and in any event, no later than the 45th day thereafterbut subject to Parent’s timely performance of its obligations under Section 7.01(b), within fifteen (15) Business Days hereof), the Company shall file prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.02(d), the Proxy Statement in preliminary formshall include the Recommendation with respect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) will cause the Proxy Statement, in definitive form, to be disseminated to at the holders time of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, mailing of the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communicationsthereto, and (ii) at the time of the Stockholders’ Meeting, to not contain any untrue statement of a reasonable opportunity material fact or omit to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form state any material fact required to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false stated therein or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information expressly supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company further agrees to shall cause the Proxy Statement to comply as so corrected or supplemented to be filed form in all material respects with the SEC provisions of the Exchange Act and the rules and regulations promulgated thereunder and to be disseminated satisfy all rules of Nasdaq. The Company shall promptly notify Parent and Sub 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, and shall provide Parent and Sub 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 use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the Common SharesSEC or the staff of the SEC with respect thereto, in each case as the Company shall provide Parent and Sub a reasonable opportunity to review and to the extent required by applicable federal securities Lawspropose comments on such document or response.

Preparation of Proxy Statement. (a) As promptly soon as practicable after the date of this Agreement hereof (but and in any event, no later than the 45th day thereafterbut subject to Parent’s timely performance of its obligations under Section 7.01(b), within 15 business days hereof), the Company shall file prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.02(f), the Proxy Statement in preliminary formshall include the Recommendation with respect to the Merger, the Fairness Opinions and a copy of Section 262 of the DGCL. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) will cause the Proxy Statement, in definitive form, to be disseminated to at the holders time of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, mailing of the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communicationsthereto, and (ii) at the time of the Stockholders’ Meeting, to not contain any untrue statement of a reasonable opportunity material fact or omit to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form state any material fact required to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false stated therein or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company further agrees to shall cause the Proxy Statement to comply as so corrected or supplemented to be filed form in all material respects with the SEC provisions of the Exchange Act and the rules and regulations promulgated thereunder and to be disseminated satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub 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, and shall provide Parent and Sub 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 use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the Common SharesSEC or the staff of the SEC with respect thereto, in each case as the Company shall provide Parent and Sub a reasonable opportunity to review and to the extent required by applicable federal securities Lawspropose comments on such document or response.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter)Agreement, the Company shall file with the SEC the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, Statement to be disseminated to the holders of the Common Shares, as and to the extent required and permitted by applicable federal securities Laws. Subject to Section 5.35.2, the Proxy Statement shall will contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCARecommendation. (b) Parent and Merger Sub shall will provide for inclusion, inclusion or incorporation by reference, reference in the Proxy Statement of all required information regarding relating to Parent and Merger Subor its Affiliates. The Company shall provide Parent and its counsel reasonable shall be given the opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), Statement before such it is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall will provide Parent and its counsel with (i) counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable the opportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with not file or mail the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and or respond to cause the Company Proxy Statement in definitive form to be cleared by comments of the SEC and mailed prior to the Companyreceiving Parent’s shareholders as promptly as reasonably practicable following filing with the SECapproval, which approval shall not be unreasonably withheld or delayed. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Laws.

Preparation of Proxy Statement. the Company Stockholders Meeting (a) As promptly The Company shall, as soon as practicable after following the date acquisition by Merger Sub of the Minimum Shares pursuant to the Offer, to the extent necessary to consummate the Merger, duly call, give notice of, convene and hold a meeting (or obtain the written consents) of its stockholders (the “Company Stockholders Meeting”) for the purpose of obtaining the Required Company Vote, and the Company shall, through the Company Board, recommend to its stockholders that they accept the Offer and tender all of their shares of Company Common Stock to Merger Sub and approve the transactions contemplated by this Agreement; provided, however, that the Company Board may withdraw or modify such recommendation in accordance with Section 5.4. Parent shall vote or cause to be voted all shares of Company Common Stock owned of record by Parent or Merger Sub in favor of the transactions contemplated by this Agreement. (b) Notwithstanding the preceding paragraph or any other provision of this Agreement (but Agreement, in the event Merger Sub owns 90% or more of the outstanding shares of Company Common Stock following the expiration of the Offer and any event, no later than exercise of the 45th day thereafter)Company Option, the Company shall not be required to call the Company Stockholders Meeting or to file or mail the Proxy Statement, and the parties hereto shall, at the request of Parent and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following such expiration without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL and Section 5.16 of the TBCA. (c) If required by applicable law, as soon as practicable following Parent’s request, the Company shall prepare and file with the SEC the Proxy Statement in preliminary formStatement. The Company shall use all commercially reasonable its best efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, Statement to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders stockholders as promptly as reasonably practicable following filing with the SECpracticable. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Laws.

Preparation of Proxy Statement. (a) ▇▇▇▇▇, Merger Sub and Parent shall furnish to each other all information concerning such person or such person's business that is required by applicable Law to be included in the Proxy Statement. As promptly soon as reasonably practicable after the date of this Agreement (hereof, but in any event, no event not later than the 45th day thereafter)April 25, the Company 2001, ▇▇▇▇▇ shall prepare and file with the SEC the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and after providing Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding and Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company thereon) preliminary proxy materials relating to the Stockholders' Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement") and shall use all commercially reasonable its best efforts to resolve, promptly respond to any comments of the staff ("Staff") of the SEC (after providing Merger Sub and each party agrees Parent with a reasonable opportunity to consult review and cooperate with comment thereon) and to cause the other party in resolving, all SEC comments with respect to the Company Proxy Statement to be mailed to ▇▇▇▇▇'▇ stockholders as promptly as practicable after responding to all such comments to the satisfaction of the Staff. ▇▇▇▇▇ shall notify Merger Sub and Parent promptly of the receipt thereof of any comments from the SEC and to cause the Company Proxy Statement in definitive form to be cleared of any request by the SEC and mailed for amendments or supplements to the Company’s shareholders as promptly as reasonably practicable following filing Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between ▇▇▇▇▇ or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Merger. ▇▇▇▇▇ will cause the Proxy Statement to comply in all material respects with the SEC. (c) Each applicable provisions of the Company, Parent 1934 Act and Merger Sub shall cooperate the rules and consult with each other in regulations thereunder applicable to the preparation Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement. Without limiting ) and each party shall furnish to the generality of other such information relating to it and its affiliates to ensure that the foregoing, each of statements regarding the Company, Parent parties hereto and Merger Sub agrees to promptly (i) correct any information provided by it for use their affiliates and such transactions contained in the Proxy Statement if and to will not on the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in date the Proxy Statement to is mailed or on the date of the Stockholders' Meeting or at the Effective Time include any information that shall become untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Stockholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, in light of the circumstances under which they were made▇▇▇▇▇ shall promptly prepare and mail to its stockholders such an amendment or supplement; provided, not misleading. The Company further agrees that no such amendment or supplement to cause the Proxy Statement as so corrected or supplemented will be made by ▇▇▇▇▇ without providing the Merger Sub and Parent the reasonable opportunity to review and comment thereon and without the approval of Merger Sub and Parent, which approval shall not be filed unreasonably withheld. ▇▇▇▇▇ and its counsel shall permit Merger Sub, Parent and their respective counsel to participate in all communications with the SEC and to be disseminated its Staff, including all meetings and telephone conferences, relating to the holders Proxy Statement, this Agreement or the Merger; provided that in the event that such participation by Merger Sub and Parent is not practicable, the Board of Directors shall promptly inform Merger Sub and Parent of the Common Sharescontent of all such communications and the participants involved therein. (b) Subject to the provisions of Section 6.14 hereof, ▇▇▇▇▇ will include in the Proxy Statement the unanimous recommendation of ▇▇▇▇▇'▇ Board of Directors to the stockholders of ▇▇▇▇▇ that this Agreement and the Merger be adopted and approved in all respects subject to any modification, amendment or withdrawal thereof as provided in this Agreement. The Proxy Statement shall contain a copy of the written opinion of the ▇▇▇▇▇ Financial Advisor described in Section 3.29. (c) ▇▇▇▇▇, acting through its Board of Directors, shall, in each case as accordance with its Certificate of Incorporation and By-laws, send the Proxy Statement to all beneficial owners of ▇▇▇▇▇ Common Stock and shall comply with the delivery requirements of Regulation 14A or Regulation 14C of the 1934 Act, whichever shall apply to the extent required by applicable federal securities LawsProxy Statement.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter)Agreement, the Company shall prepare and file with the SEC the Proxy Statement in preliminary formStatement. The Company shall will use all commercially reasonable best efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, Statement to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.35.2, the Proxy Statement shall will contain the Company Recommendation and the opinion of the Financial Advisor described in Section 3.17, and the Company shall comply in all respects use reasonable best efforts to obtain the Stockholder Approval. Without limiting the foregoing, the Company shall engage a proxy solicitation firm and information agent, actively attempt to contact and obtain votes from the Company’s stockholders (including its retail stockholders with meaningful holdings of Shares), and work with the relevant provisions Company’s transfer agent and inspector of elections to facilitate an appropriate and straightforward process for obtaining the MBCAStockholder Approval. (b) Parent and Merger Sub shall will provide for inclusion, inclusion or incorporation by reference, reference in the Proxy Statement of all required information regarding relating to Parent and Merger Subor its Affiliates. The Company shall provide Parent and its counsel reasonable shall be given the opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), Statement before such it is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall will provide Parent and its counsel with (i) counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable will provide Parent and its counsel the opportunity to review and comment on such commentsthe Company’s proposed response thereto. The Company shall use all commercially reasonable efforts will respond promptly to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC any such comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by from the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SECor its staff. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Laws.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable after the date of this Agreement hereof (but and in any event, no later than the 45th day thereafterevent within fifteen business days), the Company, with the assistance of Parent, shall prepare, and the Company shall file with the SEC SEC, the preliminary Proxy Statement in form and substance reasonably satisfactory to each of the Company and Parent relating to the Merger and the transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement shall reflect the Recommendation and shall include a description of the other Board Actions. The Company shall also include in the Proxy Statement, and represents that it will have obtained at the relevant time all necessary consents of the Company’s financial advisor to permit the Company to include in the Proxy Statement, in its entirety, the Fairness Opinion, together with a summary thereof. Parent shall cooperate with the Company in the preparation of the preliminary formProxy Statement and the definitive Proxy Statement and shall furnish to the Company the information relating to it and Merger Sub required by the Exchange Act or as reasonably requested by the Company. The Company shall use all its commercially reasonable efforts efforts, after consultation with Parent, to (i) respond as promptly as practicable to the any comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing in accordance with the SEC. (c) Section 6.01(a). Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information it shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleadingrespect. The Company further agrees to take all steps reasonably necessary to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the shares of Company Common SharesStock, in each case as as, and to the extent extent, required by applicable federal securities LawsLaw. The Company shall promptly provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from the SEC or its staff (including any request by the SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or the definitive Proxy Statement), and the Company and Parent shall cooperate in filing with the SEC or its staff, and, if required, the Company shall mail to its shareholders, as promptly as reasonably practicable, such amendment or supplement. Parent and its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and its counsel. The Proxy Statement shall comply in all material respects with all applicable requirements of Law.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable after the date of this Agreement hereof (but and in any event, no later than the 45th day thereafterevent within twelve Business Days), the Company shall prepare and file with the SEC the preliminary Proxy Statement in form and substance reasonably satisfactory to each of the Company and Parent relating to the Merger and the transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement shall reflect the Recommendation and shall include a description of the other Board Actions. The Company shall also include in the Proxy Statement, and represents that it will have obtained at the relevant time all necessary consents of the Company’s financial advisor to permit the Company to include in the Proxy Statement, in its entirety, the Fairness Opinion, together with a summary thereof. Parent shall cooperate with the Company in the preparation of the preliminary formProxy Statement and the definitive Proxy Statement and shall furnish to the Company the information relating to it and Merger Sub required by the Exchange Act. The Company shall use all its commercially reasonable efforts efforts, after consultation with Parent, to (i) respond as promptly as practicable to the any comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as at the earliest reasonably practicable following filing with the SEC. (c) time. Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information it shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleadingrespect. The Company further agrees to take all steps necessary to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the shares of Company Common SharesStock, in each case as as, and to the extent extent, required by applicable federal securities LawsLaw. The Company shall promptly provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from the SEC or its staff (including any request by the SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or the definitive Proxy Statement), and the Company and Parent shall cooperate in filing with the SEC or its staff, and, if required, the Company shall mail to its shareholders, as promptly as reasonably practicable, such amendment or supplement. Parent and its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and its counsel. The Proxy Statement shall comply in all material respects with all applicable requirements of Law.

Preparation of Proxy Statement. (a) As promptly as practicable after the date of this Agreement (but in any eventThe Company shall, no later than fifteen (15) Business Days following the 45th day thereafterexecution of this Agreement, prepare and file with the SEC a proxy statement (the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, will use its commercially reasonable efforts to respond to any comments of the SEC or its staff to the satisfaction of the SEC or its staff within five (5) Business Days following receipt thereof and to cause the Proxy Statement to be mailed to the Company’s stockholders within five (5) Business Days following clearance of the Proxy Statement by the SEC, provided that the preceding time periods shall be extended to the extent of any failure by Parent to provide comments within the time periods set forth in the last sentence of this Section 7.3(b). The Proxy Statement shall include the Recommendation unless prior to the date of mailing a Change in Board Recommendation shall have occurred pursuant to Section 6.2(d). The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, 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, or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company Stockholders Meeting 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 stockholders and file with the SEC the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any such amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SECsupplement. The Company shall not file the Company or mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders prior to consultation with Parent and consideration in good faith of any comments submitted by Parent, which comments of Parent shall be accepted so long as they are reasonable and not in violation of applicable Law. Parent shall provide comments regarding any draft of the Proxy Statement or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3)promptly, without providing Parent a reasonable opportunity (but and in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation initial draft of the Proxy Statement. Without limiting the generality of the foregoing, each of the Companywithin five (5) Business Days following Parent’s receipt thereof, Parent and Merger Sub agrees with respect to promptly any amendment or supplement thereto, within three (i3) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities LawsBusiness Days following Parent’s receipt thereof.

Preparation of Proxy Statement. (a) As promptly as practicable and no later than 10 days after the date of this Agreement (but in any event, no later than the 45th day thereafter)hereof, the Company shall prepare and file with the SEC the proxy statement to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders Meeting") (such proxy statement as amended or supplemented is referred to herein as the "Proxy Statement"). The Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts will, when prepared pursuant to (i) respond to the comments of the SEC (subject to the requirements of this Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC 5.2 and mailed to the Company’s shareholders as promptly as reasonably practicable following filing 's stockholders, comply in all material respects with the SEC. (c) Each applicable requirements of the Company, Exchange Act. The information supplied by each of Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it Company for use inclusion in the Proxy Statement if shall not, on the date the Proxy Statement is first mailed to Company's stockholders, at the time of the Company Stockholders Meeting and to at the extent that Effective Time, contain any statement which, at such information shall have become time, is false or misleading in with respect to any material respect and (ii) supplement the information provided by it for use in the Proxy Statement fact, or omit to include state any information that shall become material fact necessary in order to make the statements in the Proxy Statementmade therein, in light of the circumstances under which they were are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or 31 36 misleading. The Each of Parent and the Company further agrees to cause shall indemnify and hold harmless the other from any obligations, claims or liabilities arising from any statement supplied by such party for inclusion in the Proxy Statement as so corrected which, at the time such statement was made, is false or supplemented misleading with respect to be filed with any material fact, or omits to state any material fact necessary in order to make the SEC and to be disseminated statement, in light of the circumstances under which is was made, not false or misleading. If at any time prior to the holders Effective Time any event or information should be discovered by Parent, Merger Sub or the Company which should be set forth in a supplement to the Proxy Statement, Parent, Merger Sub or the Company, as the case may be, will promptly inform the other parties. The Proxy Statement shall include the declaration of the Common SharesCompany Board of the advisability of the Merger and its recommendation that the Company's stockholders approve the Merger, unless the Company Board determines in each case as good faith, after considering the advice of its financial advisor and reputable outside legal counsel experienced in such matters (and the parties recognize that Suth▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇ren▇▇▇ ▇▇▇ is so experienced), that withdrawal or modification of its declaration and recommendation is necessary because this Agreement or the Merger is no longer in the best interests of the Company's stockholders. The Proxy Statement shall be reviewed and approved by Parent and Parent's counsel prior to the extent required by applicable federal securities Lawsmailing of such Proxy Statement to the Company's stockholders.

Preparation of Proxy Statement. (a) As promptly as practicable Immediately after the date execution of this Agreement (but in any event, no later than the 45th day thereafter)Agreement, the Company shall file prepare, with the SEC the cooperation of Parent, a Proxy Statement in preliminary formfor the Company Shareholders to approve this Agreement, the Merger and the transactions contemplated hereby and thereby. The Proxy Statement shall include a disclosure document for the offer and issuance of the shares of Parent Common Stock and Parent Stock Warrants to be received by the holders of Company Common Stock and Company Preferred Stock in the Merger. Parent and the Company shall each use all commercially reasonable efforts to (i) respond cause the Proxy Statement to comply with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the comments other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communicationsthereto, and (ii) a reasonable opportunity to review cause its counsel, accountants and comment on such comments. The Company shall use all commercially reasonable efforts auditors to resolve, and each party agrees to consult and cooperate with the other party in resolvingother's counsel, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof accountants and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other auditors in the preparation of the Proxy Statement. Without limiting the generality of the foregoingThe Company will promptly advise Parent, each of and Parent will promptly advise the Company, in writing if at any time prior to the Effective Date either the Company or Parent and Merger Sub agrees shall obtain Knowledge of any facts that might make it necessary or appropriate to promptly (i) correct any information provided by it for use in amend or supplement the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Proxy Statement shall contain the recommendation of the Board of Directors of the Company that the Company Shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Company Shareholders, unless the Company's Board of Directors shall have determined in good faith that the failure to do so would violate the Board of Directors' fiduciary duties to the Company Shareholders under applicable law. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Proxy StatementStatement any information with respect to Parent or its affiliates or associates, in light the form and content of the circumstances under which they were made, information shall not misleading. The Company further agrees have been approved by Parent prior to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Lawssuch inclusion.

Preparation of Proxy Statement. (a) As promptly soon as practicable after the date of this Agreement hereof (but and in any event, no later than within fifteen (15) Business Days hereof, assuming the 45th day thereafterCompany has received all required information from Parent), the Company shall, with the assistance of Parent, prepare and shall file cause to be filed with the SEC the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond form a proxy statement relating to the comments of Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the “Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, ”). Except as and to the extent required expressly contemplated by applicable federal securities Laws. Subject to Section 5.35.02(e), the Proxy Statement shall contain include the Company Board Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after Merger and the receipt of such comments or other communications, Fairness Opinion. Parent and (ii) a reasonable opportunity to review and comment on such comments. The the Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees will 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 promptly following any request therefor from the Company. The Company shall, assuming Parent’s compliance with its obligations under Section 6.01(b), cause the Proxy Statement, at the date of mailing to the Company’s shareholders, to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. Notwithstanding the foregoing, the Company shall not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent, Merger Sub or their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company). The Company shall, promptly (i) correct notify Parent of the receipt of any information provided comments or inquiries received by it for use in the Company from the SEC or the staff thereof related to the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect request for additional information, and (ii) supplement provide Parent with copies of all written correspondence between the information provided Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement. The Company shall provide Parent, Merger Sub and their counsel with copies of any written comments or responses to be submitted by it for the Company in response to any comments or inquiries from the SEC or the staff thereof and shall provide Parent and Merger Sub and their counsel a reasonable opportunity to participate in the formulation of any written responses to any such written comments of the SEC or its staff relating to the Proxy Statement. The Company shall use its reasonable best efforts to resolve, and each Party agrees to consult and cooperate with the other Parties and use reasonable best efforts in resolving, all SEC comments with respect to the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees as promptly as practicable after receipt thereof and to cause the Proxy Statement as so corrected or supplemented in definitive form to be filed with cleared by the SEC and to be disseminated to as promptly as reasonably practicable following the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Lawsfiling thereof.

Preparation of Proxy Statement. (a) As promptly soon as practicable after the date of this Agreement hereof (but and in any event, no later than the 45th day thereafterbut subject to Parent's timely performance of its obligations under Section 7.01(b), within twenty (20) Business Days hereof), the Company shall file prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders' Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Except as expressly contemplated by Section 6.02(d), the Proxy Statement in preliminary formshall include the Recommendation with respect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) will cause the Proxy Statement, in definitive form, to be disseminated to at the holders time of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, mailing of the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communicationsthereto, and (ii) at the time of the Stockholders' Meeting, to not contain any untrue statement of a reasonable opportunity material fact or omit to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form state any material fact required to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false stated therein or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information expressly supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company further agrees to shall cause the Proxy Statement to comply as so corrected or supplemented to be filed form in all material respects with the SEC provisions of the Exchange Act and the rules and regulations promulgated thereunder and to be disseminated satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub 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, and shall provide Parent and Sub 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 use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the Common SharesSEC or the staff of the SEC with respect thereto, in each case as the Company shall provide Parent and Sub a reasonable opportunity to review and to the extent required by applicable federal securities Lawspropose comments on such document or response.

Preparation of Proxy Statement. (a) As promptly as practicable after practicable, and in no event later than twenty (20) Business Days following the date of this Agreement (but in any event, no later than the 45th day thereafter)Agreement, the Company shall prepare and file with the SEC the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. The Company shall cause the Proxy StatementStatement to be mailed to the holders of Company Common Stock as promptly as practicable, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less event more than twenty-four five (245) hours) to review and comment thereon (which comments shall be reasonably considered by Business Days following the Company). In addition, the Company shall provide Parent and its counsel with earlier of (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from clearance by the SEC or its staff with respect to of the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to the conclusion of any SEC review and comment on such comments. of the Proxy Statement (the “SEC Approval”). (b) The Company shall use all commercially reasonable efforts to resolvewill advise Parent, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof it receives notice hereof, of any request by the SEC to amend the Proxy Statement or comments thereon and to cause responses thereto or requests by the SEC for additional information. If, at any time before the Effective Time, either Parent or the Company discovers or determines that any information relating to that party or its Affiliates should be set forth in an amendment or supplement to the Proxy Statement in definitive form order to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing comply with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other applicable Law or in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct order that any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in document would not include any material respect and (ii) supplement the information provided by it for use in the Proxy Statement misstatement of a material fact or omit to include state any information that shall become material fact necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause material, the Proxy Statement as so corrected party making that discovery or supplemented to be filed with determination shall notify the SEC and to be disseminated to the holders of the Common Sharesother and, in each case as and to the extent required by applicable federal securities LawsLaw, the parties shall cause an appropriate amendment or supplement addressing such information to be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. All filings by the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto and all mailings to the Company’s stockholders in connection with the Merger and transactions contemplated by this Agreement shall be subject to the reasonable prior review and comment of Parent.

Preparation of Proxy Statement. (a) As promptly as practicable and no later than 10 days after the date of this Agreement (but in any event, no later than the 45th day thereafter)hereof, the Company shall prepare and file with the SEC the proxy statement to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders Meeting") (such proxy statement as amended or supplemented is referred to herein as the "Proxy Statement"). The Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts will, when prepared pursuant to (i) respond to the comments of the SEC (subject to the requirements of this Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC 5.2 and mailed to the Company’s shareholders as promptly as reasonably practicable following filing 's stockholders, comply in all material respects with the SEC. (c) Each applicable requirements of the Company, Exchange Act. The information supplied by each of Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it Company for use inclusion in the Proxy Statement if shall not, on the date the Proxy Statement is first mailed to Company's stockholders, at the time of the Company Stockholders Meeting and to at the extent that Effective Time, contain any statement which, at such information shall have become time, is false or misleading in with respect to any material respect and (ii) supplement the information provided by it for use in the Proxy Statement fact, or omit to include state any information that shall become material fact necessary in order to make the statements in the Proxy Statementmade therein, in light of the circumstances under which they were are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Each of Parent and the Company further agrees to cause shall indemnify and hold harmless the other from any obligations, claims or liabilities arising from any statement supplied by such party for inclusion in the Proxy Statement as so corrected which, at the time such statement was made, is false or supplemented misleading with respect to be filed with any material fact, or omits to state any material fact necessary in order to make the SEC and to be disseminated statement, in light of the circumstances under which is was made, not false or misleading. If at any time prior to the holders Effective Time any event or information should be discovered by Parent, Merger Sub or the Company which should be set forth in a supplement to the Proxy Statement, Parent, Merger Sub or the Company, as the case may be, will promptly inform the other parties. The Proxy Statement shall include the declaration of the Common SharesCompany Board of the advisability of the Merger and its recommendation that the Company's stockholders approve the Merger, unless the Company Board determines in each case as good faith, after considering the advice of its financial advisor and reputable outside legal counsel experienced in such matters (and the parties recognize that ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP is so experienced), that withdrawal or modification of its declaration and recommendation is necessary because this Agreement or the Merger is no longer in the best interests of the Company's stockholders. The Proxy Statement shall be reviewed and approved by Parent and Parent's counsel prior to the extent required by applicable federal securities Lawsmailing of such Proxy Statement to the Company's stockholders.

Preparation of Proxy Statement. (a) As Parent and the Company shall, as promptly as practicable after the date of this Agreement (Agreement, but in any event, event by no later than May 19, 2006, prepare and distribute to holders of Company Common Stock a proxy statement/offering memorandum relating to the 45th day thereafterStockholders' Meeting (the "Proxy Statement"). The Proxy Statement shall (i) include copies of Parent's Annual Report on Form 10-K for the year ended December 31, 2005, Parent's Quarterly Report on Form 10-Q for the Company shall file quarter ended March 31, 2006, and Parent's Proxy Statement on Schedule 14A filed with the SEC on April 19, 2006, or (ii) refer recipients of the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) such documents and (ii) cause incorporate such documents by reference into the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the The Proxy Statement shall contain also include pro forma financial information for Parent and the Company Recommendation as of and shall comply in all respects with for the relevant provisions of the MBCAyear ended December 31, 2005. (b) The information supplied by each of Parent and Merger Sub shall provide for inclusion, or incorporation by reference, the Company in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity not, at the date such materials (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment supplement thereto) are first mailed to such stockholders, at the time of the Stockholders' Meeting or supplement thereto (other than amendments at the Effective Time, contain any untrue statement of a material fact or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in omit to state any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form material fact required to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false stated therein or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or the Company or any of their respective Subsidiaries or affiliates is discovered by Parent or the Company that should be set forth in a supplement to the Proxy Statement, Parent and the Company, as the case may be shall supplement such material. (c) The Company further agrees materials to cause be included in the Proxy Statement as so corrected in the mailing to holders of Company Common Stock shall include (i) with respect to Eligible Holders, the Eligible Holder Election Materials and (ii) with respect to holders of Company Common Stock that are not Eligible Holders, the Non-Eligible Holder Election Materials. In the event Parent determines any supplemental information or supplemented materials are appropriate to be filed with the SEC and to be disseminated provided to the holders of the Company Common Shares, in each case as and Stock (x) prior to the extent receipt of the Stockholder Approval or (y) after receipt of the Stockholder Approval if there is a Stock Consideration Shortfall, to determine whether such holder qualifies as an accredited investor and otherwise satisfies the investor suitability standards required as set forth in the Investor Questionnaire and Election Form, then the Company shall cooperate with Parent in providing such materials to or communicating with such holders and obtaining appropriate representations and certifications or any clarification or further communication with such holders as appropriate in accordance with applicable securities laws, as reasonably determined by applicable federal securities LawsParent as necessary to enable the Parent to effect an issuance of Parent Common Stock pursuant to this Agreement (including pursuant to Section 2.1(b)(y)).

Preparation of Proxy Statement. STOCKHOLDER MEETING. (a) As promptly as practicable after Buyer or MergerCo first purchases Shares pursuant to the date of this Agreement (but in any eventOffer, no later than the 45th day thereafter)and if required by applicable law, the Company shall prepare and file with the SEC a preliminary proxy or information statement in accordance with the Exchange Act relating to the Merger and this Agreement and use its best efforts (x) to obtain and furnish the information required to be included by the Exchange Act and the SEC in the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts and, after consultation with Buyer, to (i) respond promptly to any comments made by the SEC with respect to the comments of the SEC (subject preliminary proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto to be mailed to its stockholders, provided that no amendment or supplement to the requirements of Section 6.1(b)) Proxy Statement or information statement will be made by the Company without consultation with Buyer and (ii) cause its counsel. If, at any time prior to the Stockholders Meeting, any event, with respect to the Company, its Subsidiaries, directors, officers, and/or the Merger or the other transactions contemplated hereby, shall occur, which is required to be described in the Proxy Statement, in definitive formthe Company shall so describe such event and, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject law, shall cause it to Section 5.3, be disseminated to the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCACompany's stockholders. (b) Parent The Company will immediately notify MergerCo and Merger Sub shall provide for inclusion, or incorporation by reference, in its affiliates of (i) the receipt of any comments from the SEC regarding the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) the approval of the Proxy Statement by the SEC. MergerCo shall be given a reasonable opportunity to review and comment on such comments. The all filings with the SEC and all mailings to the Company's stockholders in connection with the Merger prior to the filing or mailing thereof, and the Company shall use all commercially reasonable its best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, reflect all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SECsuch reasonable comments. (c) Each The Company will, as promptly as practicable following the expiration of the CompanyOffer and in consultation with MergerCo, Parent duly call, give notice of, convene and Merger Sub hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of approving this Agreement and the transactions contemplated by this Agreement. The Company will, through its Board of Directors, recommend to its stockholders approval of the foregoing matters and seek to obtain all votes and approvals thereof by the stockholders, as set forth in Section 4.15; PROVIDED, HOWEVER; that the obligations contained herein shall cooperate and consult be subject to the provisions of Section 7.6 of this Agreement. Subject to the foregoing, such recommendation, together with each other a copy of the opinion referred to in the preparation of Section 4.14 shall be included in the Proxy Statement. Without limiting The Company will use its best efforts to hold such meetings as soon as practicable after the generality of date hereof. Notwithstanding the foregoing, each if MergerCo shall acquire at least 90% of the outstanding Company Common Stock pursuant to the Offer, MergerCo may, in its sole discretion, and in lieu of completing the Merger in accordance with this Agreement, cause the Company to be merged into Merger Co, or MergerCo into the Company, Parent in either case without a Stockholders Meeting and in accordance with the Delaware law; provided, however, that in such event, the rights of stockholders of the Company under this Agreement (including, without limitation, the right to receive the Merger Sub agrees Consideration) shall not be adversely affected thereby (other than the right to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in receive the Proxy Statement, in light of attend the circumstances under Stockholders Meeting and vote on the Merger, which they were made, not misleading. shall no longer be applicable). (d) The Company further agrees will cause its transfer agent to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated make stock transfer records relating to the holders of the Common Shares, in each case as and Company available to the extent required by applicable federal securities Lawsreasonably necessary to effectuate the intent of this Agreement.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter)Agreement, the Company shall prepare and file with the SEC the Proxy Statement in preliminary formStatement. The Company shall will use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, Statement to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.35.2, the Proxy Statement shall will contain the Company Recommendation and the Company shall comply in all respects with use reasonable best efforts to obtain the relevant provisions of the MBCAShareholder Approval. (b) Parent and Merger Sub shall will provide for inclusion, inclusion or incorporation by reference, reference in the Proxy Statement of all required information regarding relating to Parent and Merger Subor its Affiliates. The Company shall provide Parent and its counsel reasonable shall be given the opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), Statement before such it is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall will provide Parent and its counsel with (i) counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable will provide Parent and its counsel the opportunity to review and comment on such commentsthe Company’s proposed response thereto. The Company shall use all commercially reasonable efforts will respond promptly to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC any such comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by from the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SECor its staff. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Laws.

Preparation of Proxy Statement. (a) As promptly soon as practicable after the date of this Agreement hereof (but and in any event, no later than the 45th day thereafterbut subject to Parent’s timely performance of its obligations under Section 7.01(b), within twenty (20) Business Days hereof), the Company shall file prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.02(d), the Proxy Statement in preliminary formshall include the Recommendation with respect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) will cause the Proxy Statement, in definitive form, to be disseminated to at the holders time of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, mailing of the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communicationsthereto, and (ii) at the time of the Stockholders’ Meeting, to not contain any untrue statement of a reasonable opportunity material fact or omit to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form state any material fact required to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false stated therein or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information expressly supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company further agrees to shall cause the Proxy Statement to comply as so corrected or supplemented to be filed form in all material respects with the SEC provisions of the Exchange Act and the rules and regulations promulgated thereunder and to be disseminated satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub 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, and shall provide Parent and Sub 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 use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the Common SharesSEC or the staff of the SEC with respect thereto, in each case as the Company shall provide Parent and Sub a reasonable opportunity to review and to the extent required by applicable federal securities Lawspropose comments on such document or response.

Preparation of Proxy Statement. (a) As promptly as practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter)Agreement, the Company shall file with the SEC the Proxy Statement in preliminary formStatement. The Company shall will use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, Statement to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.35.2, the Proxy Statement shall will contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCARecommendation. (b) Parent and Merger Sub shall will provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel shall be given reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.35.2), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by before such is filed with the Company)SEC. In addition, the Company shall will provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a the reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Laws.

Preparation of Proxy Statement. (a) As promptly as practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter), the Company shall file with the SEC the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Company and Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement. Without limiting The Company shall promptly prepare and file with the generality SEC a preliminary Proxy Statement (and in any event no later than 30 days following the date of this Agreement); provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the foregoingreceipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, 39 as promptly as reasonably practicable, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. The Company shall provide Parent and its legal counsel with a reasonable opportunity to review any amendment or supplement to each of the Companypreliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent and Merger Sub agrees in connection therewith. Parent shall promptly provide the Company with such information as may be required to promptly (i) correct any information provided by it for use be included in the Proxy Statement if or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use be contained in the Proxy Statement to include any information that has been included therein by the Company, the Company shall become necessary in order to make file the statements in definitive Proxy Statement with the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to SEC and cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and mailed (including by electronic delivery if permitted) as promptly as reasonably practicable, to be disseminated to the holders its stockholders of record, as of the Common Shares, in each case as and to record date established by the extent required by applicable federal securities LawsBoard of Directors of the Company.

Preparation of Proxy Statement. (a) As promptly as practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter)Agreement, the Company shall file with the SEC the Proxy Statement in preliminary formStatement. The Company shall will use all commercially reasonable best efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, Statement to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.35.2, the Proxy Statement shall will contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCARecommendation. (b) Parent and Merger Sub shall will provide for inclusion, inclusion or incorporation by reference, reference in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel shall be given reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.35.2), without providing before such is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company)its counsel. In addition, the Company shall will provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a the reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party participate in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing response to those comments or communications and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Common Shares, in each case as and to the extent required by applicable federal securities Laws.

Preparation of Proxy Statement. (a) As promptly soon as practicable after the date Agreement Date (subject to Parent’s performance of this Agreement (but in any event, no later than the 45th day thereafterits obligations under Section 6.1(b)), the Company shall file prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 5.2(f), the Proxy Statement in preliminary formshall include the Recommendation with respect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to at the holders time of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, mailing of the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA. (b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communicationsthereto, and (ii) at the time of the Stockholders’ Meeting, to not contain any untrue statement of a reasonable opportunity material fact or omit to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form state any material fact required to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false stated therein or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statementtherein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company further agrees to shall cause the Proxy Statement to (i) comply as so corrected or supplemented to be filed form in all material respects with the provisions of the Exchange Act and satisfy the rules and regulations promulgated thereunder and (ii) satisfy all rules of the NYSE. The Company shall promptly notify Parent and Merger Sub 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 Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or its staff, on the other hand. The Company shall use reasonable best efforts to be disseminated respond as promptly as reasonably practicable to any comments of the SEC or its staff with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the Common SharesSEC or its staff with respect thereto, in each case as the Company shall provide Parent and Merger Sub a reasonable opportunity to review and to the extent required by applicable federal securities Lawspropose comments on such document or response.