Common use of Preparation of the Proxy Statement; Stockholders Meeting Clause in Contracts

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.