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

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each case, to the extent that the Company Board (or any committee thereof, including the Special Committee) shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger as permitted by Sections 4.02(d), (e) and (f), as applicable, or except if the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) The Company shall, Parent shall prepare and file with the SEC preliminary proxy materials as soon promptly as reasonably practicable following the date hereof prepare of this Agreement, but in no event later than July 1, 2005, and any amendments or supplements thereof which shall constitute the proxy statement relating to the matters to be submitted to the holders of the Parent Common Stock at the Parent Meeting (such proxy statement, and any amendments or supplements thereto, the "Proxy Statement"). Prior The Proxy Statement shall comply in all material respects with the applicable provisions of the Exchange Act. Parent shall use its commercially reasonable efforts to the mailing of have the Proxy Statement (or cleared by the SEC as promptly as practicable after filing it with the SEC. Parent shall promptly provide copies to Company of any written comments received from the SEC with respect to the Proxy Statement and promptly advise Company of any oral comments received from the SEC. Company shall cooperate and promptly provide Parent with all information regarding the Company as Parent shall reasonably request. The information concerning the Company, and 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 be approved by the Company Company, such approval not to be unreasonably withheld or delayed. Notwithstanding anything to the contrary in the preparation of this Section 4.15, Parent shall not be required to mail the Proxy StatementStatement to its stockholders or hold the Parent Meeting until it has been determined that the condition in Section 6.2(d)(ii) has been satisfied or waived. (b) Unless Parent shall submit the Stockholder Approvals have been delivered by a written consent proposal to approve 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 issuance of the Company and (ii) duly call, give notice of, convene and hold a meeting of Restricted Parent Common Stock to Parent's stockholders at 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 Parent Meeting and shall include such recommendation in the Proxy Statement and use its commercially reasonable efforts to obtain the Stockholder Approvals at the Stockholders’ Meetingrequired approval of Parent's stockholders and, except, in each case, subject to the extent that the Company Board (or any committee thereof, including the Special Committee) shall have withdrawn or modified its approval or recommendation Section 4.11 of this Agreement or Agreement, Parent Board shall recommend approval by the Merger as permitted by Sections 4.02(d), (e) and (f), as applicable, or except if stockholders of Parent of matters constituting the Stockholder Approvals have been delivered by a written consent to the Companyrequired approval of Parent's stockholders.