Common use of Proxy or Information Statement Clause in Contracts

Proxy or Information Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, the Company shall prepare and file with the SEC a proxy statement or information statement, as applicable, relating to the meeting of the shareholders of the Company or the Company Written Consents, as applicable, with respect to this Agreement and the transactions contemplated hereby (together with any amendments thereof or supplements thereto, the "Proxy Statement"). The Company shall prepare and file with the SEC any other filings required to be made by the Company ("Other Filings"), as the case may be, as and when required or requested by the SEC. The Company will use all reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement and any Other Filings as promptly as practicable. Each of Parent and Newco shall furnish all information concerning it as the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement and any Other Filings. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy or information statement materials with the SEC and cause the Proxy Statement to be mailed to its shareholders. Prior to filing the preliminary proxy or information statement materials, definitive proxy or information statement materials or any other filing with the SEC or any other Governmental Authority, the Company shall provide Parent and Newco with reasonable opportunity to review and comment on each such filing in advance. The Company will advise Parent and Newco promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. (b) Parent and Newco agree that the information supplied by Parent and Newco for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (including with respect to any amendments thereof or supplements thereto) is first mailed to the Company's shareholders and (ii) the time of the meeting of the shareholders of the Company contemplated by clause (a) ("Company Shareholders Meeting"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. If, at any time prior to the Closing, any event or circumstance relating to Parent, Newco or any Parent or Newco Subsidiary, or their respective officers or directors, should be discovered by Parent or Newco that should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, Parent or Newco shall promptly inform the Company in writing. (c) The Company agrees that the Proxy Statement (other than information supplied by Parent or Newco for inclusion in the Proxy Statement) shall not, at (i) the time the Proxy Statement (including with respect to any amendments thereof or supplements thereto) is first mailed to the Company's shareholders and (ii) the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. If, at any time prior to the Closing, any event or circumstance relating to the Company, the Company Parent or any Company Parent Subsidiary, or their respective officers or directors, should be discovered by the Company or Company Parent that should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, the Company or Company Parent shall promptly inform Parent and Newco. (d) The Company Parent shall cause the Company to comply with its duties under this Section 5.6 and Section 5.7.

Proxy or Information Statement. (a) As promptly as reasonably practicable after the execution of this Agreementdate hereof, the Company shall (i) (x) duly call a special meeting of the holders of the Company's Common Stock (the "COMPANY STOCKHOLDERS' MEETING") to be held to consider approval of the issuance of the shares of Common Stock issuable upon conversion of the Notes, and (y) prepare and file with the SEC Commission a proxy statement or information statement, as applicable, (the "PROXY STATEMENT") relating to the meeting Company Stockholders' Meeting and the approval of the shareholders shares of Common Stock issuable upon conversion of the Company Notes, or the Company Written Consents, as applicable, with respect to this Agreement and the transactions contemplated hereby (together with any amendments thereof or supplements thereto, the "Proxy Statement"). The Company shall ii) prepare and file with the SEC any Commission an Information Statement meeting the requirements of Schedule 14C under the Exchange Act (the "INFORMATION STATEMENT") regarding, and containing the requisite information describing, the Stockholders' Consent and the approval for the shares of Common Stock issuable upon conversion of the Notes and other filings required to be made convertible securities issued by the Company on the date hereof and containing all other applicable information required under Regulation 14C and Schedule 14C under the Exchange Act; PROVIDED, that it is understood and agreed, that, so long as it is permissible under the rules and regulations of The Nasdaq Stock Market, Inc. to obtain the approval for the shares of Common Stock issuable upon conversion of the Notes and such other convertible securities by written consent and not at a meeting of stockholders, the Company shall be obligated to comply with the provisions of clause ("Other Filings")ii) hereof and the other provisions in this Section 8.1 relating to the Information Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement or the Information Statement, as the case may be, to become cleared as and when required or requested promptly as practicable by the SECCommission. The Company will shall use all reasonable its best efforts to respond to any comments made by the SEC with respect to file the Proxy Statement and any Other Filings or the Information Statement, as promptly as practicablethe case may be, no later than October 5, 2001, and, to the extent applicable, to hold the Company Stockholders' Meeting, or to cause the corporate action to be taken under the Stockholders' Consent to be effective by, no later than November 15, 2001. Each of Parent and Newco Purchaser or the Company, as the case may be, shall furnish all information concerning it such Purchaser or the Company as the Company other parties may reasonably request in connection with such actions and the preparation of the Proxy Statement or the Information Statement, as the case may be. As promptly as practicable (but, in any event, within two (2) Business Days) after the Proxy Statement or the Information Statement, as the case may be, is (or is deemed) cleared by the Commission, the Company shall cause the Proxy Statement or the Information Statement, as the case may be, to be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement or the Information Statement, as the case may be, to comply as to form and any Other Filings. At substance in all material respects with the earliest practicable time following the later applicable requirements of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, including the Company shall file definitive proxy or information statement materials applicable provisions of Sections 14(a), 14(c) and 14(d) thereof and the respective regulations promulgated thereunder, and (ii) applicable rules and regulations of The Nasdaq Stock Market, Inc. In connection with the SEC preparation, filing and cause the Proxy Statement to be mailed to its shareholders. Prior to filing the preliminary proxy or information statement materials, definitive proxy or information statement materials or any other filing with the SEC or any other Governmental Authority, the Company shall provide Parent and Newco with reasonable opportunity to review and comment on each such filing in advance. The Company will advise Parent and Newco promptly after it receives notice thereof, of any request by the SEC for amendment delivery of the Proxy Statement or any Other Filings or comments thereon the Information Statement, as the case may be, the Company shall comply in all material respects with the applicable requirements of the Exchange Act, including the applicable provisions of Sections 14(a), 14(c) and responses thereto or requests by the SEC for additional information14(d) thereof and Regulations 14A, 14C and 14D thereunder. (b) Parent To the extent applicable, the Company will, through the Board of Directors, unanimously recommend, and Newco agree that the information supplied by Parent and Newco for inclusion in the Proxy Statement shall notinclude the unanimous and unconditional recommendation of the Board of Directors, at (i) the time the Proxy Statement (including with respect to any amendments thereof or supplements thereto) is first mailed to the Company's shareholders and (ii) the time of the meeting of the shareholders stockholders of the Company contemplated that they vote, as required by clause (a) ("Company Shareholders Meeting")The Nasdaq Stock Market, contain any untrue statement Inc., in favor of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. If, at any time prior to issuance of the Closing, any event or circumstance relating to Parent, Newco or any Parent or Newco Subsidiary, or their respective officers or directors, should be discovered by Parent or Newco that should be set forth in an amendment or a supplement to shares of Common Stock issuable upon conversion of the Proxy Statement or any Other Filing, Parent or Newco shall promptly inform the Company in writingNotes. (c) The To the extent applicable, the Company agrees that shall call and hold the Company Stockholders' Meeting as promptly as practicable after the mailing date of the Proxy Statement (other than information supplied by Parent or Newco for inclusion in the Proxy Statement) shall not, at (i) purpose of voting upon the time the Proxy Statement (including with respect to any amendments thereof or supplements thereto) is first mailed to the Company's shareholders and (ii) the time issuance of the Company Shareholders Meeting, contain any untrue statement shares of a material fact or omit to state any material fact required to be stated therein or necessary in order to make Common Stock issuable upon conversion of the statements contained therein not misleadingNotes. If, at any time prior to To the Closing, any event or circumstance relating to the Companyextent applicable, the Company Parent shall use its reasonable best efforts (through its agents or any Company Parent Subsidiary, or their respective officers or directors, should be discovered by otherwise) to solicit from its stockholders proxies in favor of the Company or Company Parent that should be set forth in an amendment or a supplement to issuance of the Proxy Statement or any Other Filing, shares of Common Stock issuable upon conversion of the Company or Company Parent shall promptly inform Parent and NewcoNotes. (d) The Company Parent shall cause the Company to comply with its duties under this Section 5.6 and Section 5.7.