Common use of Proxy Solicitation Materials Clause in Contracts

Proxy Solicitation Materials. The Company and the Board agree that the Company’s proxy statement for the 2008 Annual Meeting and all other solicitation materials to be delivered to stockholders in connection with the 2008 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the Investors with copies of any portion of proxy materials or other solicitation materials that contain statements relating to the Investors, the Investor Nominees and this Agreement at least two business days in advance of filing such materials with the SEC or disseminating the same in order to permit the Investors a reasonable opportunity to review and comment on such materials, and will consider in good faith any comments received by the Investors and their counsel. The Investors will provide, as promptly as reasonably practicable, all information relating to the Investor Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s proxy statement and any other solicitation materials to be delivered to stockholders in connection with the 2008 Annual Meeting. The proxy statement for the 2008 Annual Meeting shall contain the same type of information concerning the Investor Nominees as provided for the Company’s other director nominees.

Proxy Solicitation Materials. The Company and the Board agree that the Company’s proxy statement for Proxy Statement on Schedule 14A filed by the Company in connection with the 2008 Annual Meeting (the “Company Proxy”) and all other solicitation materials to be delivered to stockholders in connection with the 2008 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance of, with the terms of Section 2.1(b) of this Agreement. The Company will provide the B▇▇▇▇▇▇ Investors with copies of any portion of proxy materials or other solicitation materials that contain statements relating to be delivered to stockholders in connection with the Investors, the Investor Nominees and this Agreement 2008 Annual Meeting at least two business days days, in the case of proxy statements, and at least one business day, in the case of other solicitation materials, in advance of filing such materials with the SEC or disseminating the same in order to permit the B▇▇▇▇▇▇ Investors a reasonable opportunity to review and comment on such materials, and will consider in good faith any comments received by the Investors and their counsel. The B▇▇▇▇▇▇ Investors will provide, as promptly as reasonably practicable, all information relating to the Investor B▇▇▇▇▇▇ Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s proxy statement Company Proxy and any other solicitation materials to be delivered to stockholders in connection with the 2008 Annual Meeting. The proxy statement for the 2008 Annual Meeting Company Proxy shall contain the same type of information concerning the Investor B▇▇▇▇▇▇ Nominees as provided for the Company’s other incumbent director nominees.

Proxy Solicitation Materials. The Company and the Board agree that the Company’s proxy statement for Proxy Statement on Schedule 14A filed by the Company in connection with the 2008 Annual Meeting (the “Company Proxy”) and all other solicitation materials to be delivered to stockholders in connection with the 2008 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance of, with the terms of Section 2.1(b) of this Agreement. The Company will provide the ▇▇▇▇▇▇▇ Investors with copies of any portion of proxy materials or other solicitation materials that contain statements relating to be delivered to stockholders in connection with the Investors, the Investor Nominees and this Agreement 2008 Annual Meeting at least two business days days, in the case of proxy statements, and at least one business day, in the case of other solicitation materials, in advance of filing such materials with the SEC or disseminating the same in order to permit the ▇▇▇▇▇▇▇ Investors a reasonable opportunity to review and comment on such materials, and will consider in good faith any comments received by the Investors and their counsel. The ▇▇▇▇▇▇▇ Investors will provide, as promptly as reasonably practicable, all information relating to the Investor ▇▇▇▇▇▇▇ Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s proxy statement Company Proxy and any other solicitation materials to be delivered to stockholders in connection with the 2008 Annual Meeting. The proxy statement for the 2008 Annual Meeting Company Proxy shall contain the same type of information concerning the Investor ▇▇▇▇▇▇▇ Nominees as provided for the Company’s other incumbent director nominees.