Common use of Proxy Solicitation Materials Clause in Contracts

Proxy Solicitation Materials. The Company and the Board agree that the Company’s Proxy Statement and proxy cards for the 2008 Annual Meeting and all other solicitation materials to be delivered to shareholders 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 Committee with copies of any portion of proxy materials or other solicitation materials that contain statements relating to the Committee, the Committee Nominees or this Agreement a reasonable period in advance of filing such materials with the SEC or disseminating the same in order to permit the Committee a reasonable opportunity to review and comment on such materials. The Committee will provide, as promptly as reasonably practicable, all information relating to the Committee 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 shareholders in connection with the 2008 Annual Meeting.