Preparation of the Proxy Statement; Stockholders Meeting Clause Samples

Preparation of the Proxy Statement; Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, the Company shall call and hold a meeting of its stockholders (the "Company Stockholders' Meeting"), for the purpose of obtaining the Stockholder Approval. Subject to the fiduciary duties of its Board of Directors, the Company shall use its best efforts to solicit from its stockholders proxies, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by applicable law or otherwise to obtain the Stockholder Approval, and through its Board of Directors, shall recommend to its stockholders the obtaining of the Stockholder Approval. As promptly as practicable after the execution of this Agreement, the Company shall prepare and file with the SEC a proxy statement relating to the Company's Stockholders' Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Parent shall furnish all information concerning itself to the Company as the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement. As soon as reasonably practicable after clearance from the SEC, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the Company, without prior consultation with Parent and its counsel. (b) Parent agrees promptly to advise the Company if at any time prior to the Company Stockholders' Meeting (as defined above) any information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission.

Preparation of the Proxy Statement; Stockholders Meeting. (a) The Company shall, as soon as reasonably practicable following the date hereof prepare the Proxy Statement. Prior to the mailing of the Proxy Statement (or any amendment or supplement thereto) in accordance with Section 5.01(b), the Company shall provide H&H Group a reasonable opportunity to review and to propose comments on such document and the Company shall reasonably consider any such comments. Parent, H&H Acquisition Sub, H&H Group and Sub shall furnish to the Company all information concerning Parent, H&H Acquisition Sub, H&H Group and Sub required by applicable Law to be set forth in the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement. (b) Unless the Stockholder Approvals have been delivered by a written consent to the Company, the Company shall, as promptly as reasonably practicable following the Solicitation Period End Date, (i) cause the Proxy Statement to be mailed to the stockholders of the Company and (ii) duly call, give notice of, convene and hold a meeting of the stockholders of the Company (the “Stockholders’ Meeting”) for the purpose of obtaining the Stockholder Approvals; provided, however, that if an Adverse Recommendation Change shall have occurred, the Company shall regardless convene and hold the Stockholders’ Meeting. The Company Board (including the Special Committee) shall make the Recommendation with respect to the adoption of this Agreement to the Company’s stockholders and shall include such recommendation in the Proxy Statement and use commercially reasonable efforts to obtain the Stockholder Approvals at the Stockholders’ Meeting, except, in each case, to the extent that the Company Board (or any committee thereof, including the Special Committee) shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger as permitted by Sections 4.02(d), (e) and (f), as applicable, or except if the Stockholder Approvals have been delivered by a written consent to the Company.

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date of this Agreement, the Company shall prepare and file, the Proxy Statement with the SEC. The Company shall use its reasonable best efforts to (i) cause the Proxy Statement to comply in all respects with the requirements of the Exchange Act applicable thereto as of the date of such filing and (ii) respond as promptly as reasonably practicable to all comments received from the SEC or its staff concerning the Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable following its filing with the SEC. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the date the definitive Proxy Statement is filed with the |

Preparation of the Proxy Statement; Stockholders Meeting. If the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then:

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement (and in any event prior to October 12, 2010), the Company shall prepare and file with the SEC the Proxy Statement and the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following the date of this Agreement; provided, however, that the Company may delay such mailing if it determines in good faith (after consultation with outside counsel) that such delay would be advisable in light of any unresolved comments of the

Preparation of the Proxy Statement; Stockholders Meeting. ‌ (a) Promptly following the date hereof (but in any event, no more than twenty

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, the Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement and the Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following the date of

Preparation of the Proxy Statement; Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement and the Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following the date of this Agreement. 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 provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by Parent.

Preparation of the Proxy Statement; Stockholders Meeting