Common use of Proxy Solicitation Materials Clause in Contracts

Proxy Solicitation Materials. The Company agrees that as promptly as practicable following the date hereof, the Company shall take all steps reasonably necessary to amend, and refile as amended with the SEC, the Proxy Statement on Schedule 14A filed by the Company with the SEC on April 9, 2007 (the “Company Proxy”) to include the B▇▇▇▇▇▇ Nominees as “Nominees” (as defined in the Company Proxy) thereunder. The Company and the Board agree that the Company Proxy (as amended pursuant to the terms of this Agreement) and all other solicitation materials to be delivered to stockholders in connection with the 2007 Annual Meeting shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the B▇▇▇▇▇▇ Investors with copies of any proxy materials or other solicitation materials to be delivered to stockholders in connection with the 2007 Annual Meeting at least two business 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. The B▇▇▇▇▇▇ Investors will provide, as promptly as reasonably practicable, all information relating to the B▇▇▇▇▇▇ Nominees (and other information, if any) to the extent required under applicable law to be included in the Company Proxy (as amended in accordance with the terms of this Agreement) and any other solicitation materials to be delivered to stockholders in connection with the 2007 Annual Meeting. The Company Proxy, as amended pursuant to the terms of this Agreement, shall contain the same type of information concerning the B▇▇▇▇▇▇ Nominees as provided for the incumbent director nominees.

Proxy Solicitation Materials. The Company Intervoice agrees that as promptly as practicable following the date hereof, the Company Intervoice shall take all steps reasonably necessary to amend, and refile as amended re-file with the SEC, the Proxy Statement on Schedule 14A filed by the Company Intervoice with the SEC on April 9June 1, 2007 (the “Company Intervoice Proxy”) to include the B▇▇▇▇▇▇▇▇▇▇ Nominees and members of the Incumbent Slate as “Nominees” (as defined in the Company Intervoice Proxy) thereunder. The Company Intervoice and the Board agree that the Company Intervoice Proxy (as amended pursuant to the terms of this Agreement) and all other solicitation materials to be delivered to stockholders shareholders in connection with the 2007 Annual Meeting shall be prepared in accordance with, and in furtherance of, this Agreement. The Company Intervoice will provide the BD▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Investors with copies of any proxy materials or other solicitation materials (including any supplements and amendments thereto) to be delivered to stockholders shareholders in connection with the 2007 Annual Meeting at least two three business days, in the case of proxy statements, and at least one two business daydays, 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 BD▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Investors a reasonable opportunity to review and comment on such materials. The Bmaterials and Intervoice shall give due consideration to all reasonable additions, deletions or changes suggested thereto by D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Investors and his counsel. D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ will provide, as promptly as reasonably practicable, all information relating to the B▇▇▇▇▇▇ Brandenburg Nominees (and other information, if any) to the extent required under applicable law to be included in the Company Intervoice Proxy (as amended in accordance with the terms of this Agreement) and any other solicitation materials to be delivered to stockholders shareholders in connection with the 2007 Annual Meeting. The Company Intervoice Proxy, as amended pursuant to the terms of this Agreement, shall shall, to the extent applicable and responsive to the requirements of Schedule 14A under the Exchange Act, contain the same type of information concerning the B▇▇▇▇▇▇▇▇▇▇ Nominees as is provided for the incumbent director nomineesIncumbent Slate; provided that, for the avoidance of doubt, Intervoice makes no representation or warranty with respect to statements made in the Intervoice Proxy based on information supplied in writing by the Brandenburg Nominees expressly for inclusion in the Intervoice Proxy. Intervoice agrees that it will forward to D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and his representatives copies of all comment letters received from the SEC with respect to the Intervoice Proxy, as promptly as practicable following receipt.

Proxy Solicitation Materials. The Company agrees that as promptly as practicable following the date hereof, the Company shall take all steps reasonably necessary to amend, and refile as amended with the SEC, the Proxy Statement on Schedule 14A filed by the Company with the SEC on April 9, 2007 (the “Company Proxy”) to include the B▇▇▇▇▇▇ Nominees as “Nominees” (as defined in the Company Proxy) thereunder. The Company and the Board agree that the Company Proxy Company’s proxy statement (as amended pursuant such term is defined in Rule 14a-1 promulgated by the SEC under the Exchange Act) with respect to the terms of this Agreement2013 Annual Meeting (such proxy statement, the “2013 Proxy Statement”) and all other solicitation materials to be delivered to stockholders shareholders in connection with the 2007 2013 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance a manner consistent with the intent and purpose of, this Agreement. The Company will provide the B▇▇▇▇▇▇ Investors Barington Group with true and complete copies of any proxy materials portion of the 2013 Proxy Statement or other solicitation soliciting materials (as such term is used in Rule 14a-6 promulgated by the SEC under the Exchange Act) with respect to be delivered the 2013 Annual Meeting, in each case that refer to stockholders in connection with the 2007 Annual Meeting Barington Group, the Barington Nominee or this Agreement, at least two business days, in the case of proxy statements, and at least one business day, in the case of other solicitation materials, days in advance of filing such materials with the SEC or disseminating the same in order to permit the B▇▇▇▇▇▇ Investors Barington Group a reasonable opportunity to review and comment on such materials, and will consider in good faith any comments received from the Barington Group and its counsel. Except as otherwise required by Applicable Law, the Company shall use the same or substantially similar language, or any summary thereof that is agreed upon for the foregoing filings, in all other filings with the SEC that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. The B▇▇▇▇▇▇ Investors Barington Group will provide, as promptly as reasonably practicable, all information relating to the B▇▇▇▇▇▇ Nominees Barington Nominee (and other information, if any) to the extent required under applicable law Applicable Law to be included in the Company Company’s 2013 Proxy (as amended in accordance with the terms of this Agreement) Statement and any other solicitation soliciting materials (as such term is used in Rule 14a-6 promulgated by the SEC under the Exchange Act) to be filed with the SEC or delivered to stockholders shareholders in connection with the 2007 2013 Annual Meeting. The Company Proxy, as amended pursuant to the terms of this Agreement, 2013 Proxy Statement and other soliciting materials shall contain the same type of information and manner of presentation concerning the B▇▇▇▇▇▇ Nominees Barington Nominee as provided for the incumbent Company’s other independent director nominees.