Common use of Proxy Statement and Schedule 13E-3 Clause in Contracts

Proxy Statement and Schedule 13E-3. (a) Promptly following the date hereof, the Company, with the assistance of Holdco, Parent and Merger Sub, shall prepare and cause to be filed with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company, including the Merger (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d), the Proxy Statement shall include the Company Recommendation. Concurrently with the preparation of the Proxy Statement, the Company, Holdco, Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3. Each of the Company, Holdco, Parent and Merger Sub shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, and (ii) shall consider in good faith and take into account those comments reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.04, in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent the opportunity to review or comment on (or include comments proposed by Parent in) the portion of the Schedule 13E-3 or the Proxy Statement, any amendment or supplement thereto, or any other filing by the Company with the SEC, solely with respect to such disclosure. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Holdco, Parent and Merger Sub or any of their respective affiliates, officers or directors, is discovered by the Company, Holdco, Parent and Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and Schedule 13E-3 so that the Proxy Statement and Schedule 13E-3 shall not 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 therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company; provided that prior to such filing, the Company, Holdco, Parent and Merger Sub, as the case may be, shall consult with the other Parties with respect to such amendment or supplement and shall afford the other Parties and their Representatives reasonable opportunity to comment thereon.

Proxy Statement and Schedule 13E-3. (a) Promptly following Subject to Section 6.03, as promptly as practicable, and in any event within fifteen Business Days after the date hereof, the Company, with the assistance of Holdco, Company and Parent and Merger Sub, shall prepare and cause to be filed file the Proxy Statement in preliminary form with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions by Schedule 13E-3 with the shareholders of the Company, including the Merger (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”)SEC. Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d)6.03, the Proxy Statement shall include the Company Recommendation. Concurrently with the preparation recommendation of the Proxy Statement, the Company, Holdco, Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each Board of Directors of the Company, Holdco, Parent Company in favor of approval and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form in all material respects with the requirements adoption of the Exchange Act this Agreement and the rules and regulations promulgated thereunderMerger. Each of the Company, Holdco, Parent and Merger Sub The Company shall use its reasonable best efforts to respond cause the Proxy Statement to be mailed to its shareholders as promptly to any comments as practicable following the later of (A) clearance of the Proxy Statement by the SEC and (B) the Go-Shop Period End Date. Parent and Merger Subsidiary shall furnish to the Company all information concerning Parent and Merger Subsidiary as may be reasonably required by the Company in connection with the Proxy Statement. Each of the Company, Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its shareholders, in each case as and to the extent required by Applicable Law. The Company shall (i) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the Proxy Statement and Schedule 13E-3. Each of the Company, Holdco, Parent and Merger Sub shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of received from the SEC with respect theretoor its staff, the Company (iii) shall provide Parent and its counsel a reasonable opportunity to review and comment on the Company’s proposed response to such document or responsecomments, and (iiiii) shall consider include in good faith and take into account those the Company’s written response to such comments any comments reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or anything else herein to the contrary, and subject (iv) provide Parent and its counsel a reasonable opportunity to compliance participate in any discussions or meetings with the terms of Section 6.04, SEC. The Parent shall use its reasonable best efforts to ensure that the Proxy Statement complies in connection all material respects with any disclosure regarding a Change in Company Recommendation, the rules and regulations promulgated by the SEC under the 1934 Act. The Company shall not be required use its reasonable best efforts to provide Parent the opportunity to review or comment on (or include comments proposed by Parent in) the portion of the Schedule 13E-3 or have the Proxy Statement, any amendment or supplement theretoand the Company and Parent shall use their reasonable best efforts to have the Schedule 13E-3, or any other filing cleared by the Company with the SEC, solely with respect to such disclosure. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Holdco, Parent and Merger Sub or any of their respective affiliates, officers or directors, is discovered by the Company, Holdco, Parent and Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and Schedule 13E-3 so that the Proxy Statement and Schedule 13E-3 shall not 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 therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall SEC as promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company; provided that prior to such filing, the Company, Holdco, Parent and Merger Sub, as the case may be, shall consult with the other Parties with respect to such amendment or supplement and shall afford the other Parties and their Representatives reasonable opportunity to comment thereonpracticable.

Proxy Statement and Schedule 13E-3. (a) Promptly As soon as practicable following the date hereof, the CompanyCompany shall prepare and cause to be filed with the SEC, with the cooperation and assistance of Holdco, Parent and Merger Sub, the Proxy Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a proxy Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company, including the Merger Company (such proxy statementSchedule 13E-3, as amended or supplemented, being referred to herein as the “Proxy StatementSchedule 13E-3”). Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d), the Proxy Statement shall include the Company Recommendation. Concurrently with the preparation of the Proxy Statement, the Company, Holdco, Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts so to ensure that the Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Subject to Section 6.02, the Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of the Company, Holdco, Parent and Merger Sub shall furnish all information concerning such party provide reasonable and timely assistance and cooperation to the other as may be reasonably requested Company in connection with the preparation, filing and distribution of the Proxy Statement Statement, the Schedule 13E-3 and Schedule 13E-3the resolution of comments from the SEC. The Company shall promptly notify Parent upon the Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3 13E-3, the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours and shall provide Parent with copies of all correspondence between it the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement and Schedule 13E-3 (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity period of time to review and comment on such document or response, response and (ii) shall consider in good faith and take into account those comments all additions, deletions or changes reasonably proposed by Parent and its counselin good faith. Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.046.02, in connection with any disclosure regarding a Change in Company Recommendationan Adverse Recommendation Change, the Company shall not be required to provide Parent the or Merger Sub with an opportunity to review or comment on (or include comments proposed by Parent inor Merger Sub) the portion of the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any other comments thereon or another filing by the Company with the SEC, solely with respect to such disclosure. (b) Each of the Company, Parent and Merger Sub shall furnish all information concerning itself and its respective Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement, and each of the Company, Parent and Merger Sub shall promptly furnish all information concerning such Party to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Shares and at the time of the Shareholder Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and that all information supplied by such Party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Shareholders’ MeetingEffective Time, any information event or circumstance relating to Parent, Merger Sub or the Company, Holdco, Parent and Merger Sub or any of their respective affiliatesAffiliates, officers or directors, is should be discovered by the Company, Holdco, Parent and Merger Sub which that should be set forth in an amendment or a supplement to the Proxy Statement and or the Schedule 13E-3 so that the Proxy Statement and Schedule 13E-3 shall such document would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers Party discovering such information event or circumstance shall promptly notify inform the other parties hereto Parties and an appropriate amendment or supplement describing such information event or circumstance shall be promptly filed with the SEC and, to the extent required by applicable Law, and disseminated to the shareholders of the CompanyCompany to the extent required by Law; provided that prior to such filing, the Company, Holdco, Parent Company and Merger SubParent, as the case may be, shall consult with the each other Parties with respect to such amendment or supplement and shall afford the other Parties and their Representatives a reasonable opportunity to comment thereon. Notwithstanding anything herein to the contrary, no representation, warranty, covenant or agreement is made by the Company with respect to information supplied by Parent, Merger Sub, the Rollover Shareholder, the Guarantor or their respective Affiliates or Representatives for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3.

Proxy Statement and Schedule 13E-3. (a) Promptly following As promptly as practicable after the date hereof, the Company, with Company and Parent shall jointly prepare the assistance of Holdco, Parent and Merger Sub, shall prepare and cause to be filed with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company, including the Merger (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d), the Proxy Statement shall include the Company Recommendation. Concurrently with the preparation of the Proxy Statement, the Company, Holdco, Company and Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a Schedule 13E-3 with the SEC13E-3. Each of the Company, Holdco, Company and Parent shall use its reasonable best efforts to cause the initial Schedule 13E-3 to be filed with the SEC (with the initial Proxy Statement filed as an exhibit) within fifteen (15) Business Days after the date hereof. Each of the Company and Merger Sub Parent shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations promulgated thereunder. Each of the Company, Holdco, Company and Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3. Each of the Company, Holdco, Parent and Merger Sub parties shall furnish all information concerning such party to the each other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and the Schedule 13E-3. The . (b) Each of the Company and Parent shall promptly notify Parent upon each other the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and or the Schedule 13E-3 and shall provide Parent each other with copies of all correspondence between it and its Representativesrepresentatives, on the one hand, and the SEC and its staff, on the other hand. Prior to Each of the Company and Parent will advise the other party, promptly after it receives notice thereof, of the time when the SEC has no further comments on the Schedule 13E-3 or any supplement or amendment has been filed. No filing or mailing of the Schedule 13E-3, the Proxy Statement and Schedule 13E-3 (Statement, any amendments or supplements thereto, or any amendment or supplement thereto) or responding response to any comments of the SEC with respect theretowill be made by the Company, Parent or the Company (i) shall provide Parent Merger Subsidiary unless the other party and its counsel has had a reasonable opportunity to review and comment on propose comments which such document or response, and (ii) party shall consider in good faith and take into account those comments reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or faith; provided that notwithstanding anything else herein to the contrary, and subject to compliance with the terms of Section 6.04‎Section 6.03, in connection with any disclosure regarding a Change in Company Recommendationan Adverse Recommendation Change, the Company shall not be required to provide Parent or Merger Subsidiary with the opportunity to review or comment on (or include comments proposed by Parent or Merger Subsidiary in) the portion of the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC, solely with respect to such disclosure. If If, at any time prior to the Shareholders’ MeetingEffective Time, any information relating to the CompanyCompany or Parent, Holdco, Parent and Merger Sub or any of their respective affiliatesAffiliates, officers or directors, is directors should be discovered by the Company, Holdco, Company or Parent and Merger Sub which that should be set forth in an amendment or supplement to the Proxy Statement and or the Schedule 13E-3 so that the Proxy Statement and Schedule 13E-3 shall such documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, the party which hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the shareholders of the Company; provided that prior to such filing, the Company, Holdco, Parent and Merger Sub, as the case may be, shall consult with the other Parties with respect to such amendment or supplement and shall afford the other Parties and their Representatives reasonable opportunity to comment thereon.

Proxy Statement and Schedule 13E-3. (a) Promptly As soon as practicable following the date hereof, and no later than twenty (20) Business Days following the Companydate of this Agreement, the Company shall prepare and cause to be filed with the SEC, with the assistance of Holdco, Parent and Merger Sub, the Proxy Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a proxy Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company, including the Merger Company (such proxy statementSchedule 13E-3, as amended or supplemented, being referred to herein as the “Proxy StatementSchedule 13E-3”). Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d), the Proxy Statement shall include the Company Recommendation. Concurrently with the preparation of the Proxy Statement, the Company, Holdco, Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts so to ensure that the Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Subject to Section 6.2, the Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of the Company, Holdco, Parent and Merger Sub shall furnish all information concerning such party provide reasonable and timely assistance and cooperation to the other as may be reasonably requested Company in connection with the preparation, filing and distribution of the Proxy Statement Statement, the Schedule 13E-3 and Schedule 13E-3the resolution of comments from the SEC. The Company shall promptly notify Parent upon the Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3 13E-3, the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours and shall provide Parent with copies of all correspondence between it the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement and Schedule 13E-3 (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity period of time to review and comment on such document or response, response and (ii) shall consider in good faith and take into account those comments all additions, deletions or changes reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.04, in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent the opportunity to review or comment on good faith. (or include comments proposed by Parent inb) the portion Each of the Schedule 13E-3 or the Proxy Statement, any amendment or supplement thereto, or any other filing by the Company with the SEC, solely with respect to such disclosure. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Holdco, Parent and Merger Sub shall furnish all information concerning itself and its respective Affiliates that is required to be included in the Proxy Statement or any that is customarily included in proxy statements prepared in connection with transactions of their respective affiliatesthe type contemplated by this Agreement, officers or directors, is discovered by and each of the Company, Holdco, Parent and Merger Sub which should shall promptly furnish all information concerning such Party to the others as may be set forth reasonably requested in an connection with the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the Proxy Statement holders of Shares and Schedule 13E-3 so that at the Proxy Statement and Schedule 13E-3 shall not time of the Shareholder Meeting, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and that all information supplied by such Party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers Party discovering such information event or circumstance shall promptly notify inform the other parties hereto Parties and an appropriate amendment or supplement describing such information event or circumstance shall be promptly filed with the SEC and, to the extent required by applicable Law, and disseminated to the shareholders of the CompanyCompany to the extent required by Law; provided that prior to such filing, the Company, Holdco, Parent Company and Merger SubParent, as the case may be, shall consult with the each other Parties with respect to such amendment or supplement and shall afford the other Parties and their Representatives a reasonable opportunity to comment thereon. (c) At the Shareholder Meeting, and any other meeting of the shareholders of the Company called to seek the Shareholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement, the Plan of Merger or the Transactions contemplated herein is sought, Parent shall (i) vote, or cause to be voted, all Shares held directly or indirectly by Parent or Merger Sub or with respect to which Parent or Merger Sub otherwise has, directly or indirectly, voting power at such Shareholder Meeting in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (ii) if necessary, enforce the agreement of the Rollover Shareholders set forth in the relevant Support Agreements and Voting Proxies to vote in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions.

Proxy Statement and Schedule 13E-3. (a) Promptly following 1.7.1 As promptly as practicable after the date hereofexecution of this Agreement, the Company, Target and Newco shall cooperate and promptly prepare and file with the assistance of Holdco, Parent Securities and Merger Sub, shall prepare and cause to be filed with the SEC Exchange Commission (“SEC”) a proxy statement relating to the approval meeting of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company, including Target’s stockholders to be held in connection with the Merger (such proxy statementtogether with any amendments thereof or supplements thereto, as amended or supplemented, being referred to herein as the “Proxy Statement”). Subject , a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) with respect to the Merger and without limiting any other filings made by or required to be made by Target with the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d), SEC other than the Proxy Statement and Schedule 13E-3 (the “Other Filings”), if any. The respective parties shall include the Company Recommendation. Concurrently with the preparation of cause the Proxy Statement, the Company, Holdco, Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will any Other Filings to comply as to form in all material respects with the requirements applicable provisions of the Exchange Act Act, including Regulation 14A and Rule 13e-3 thereunder, and any other applicable laws. The respective parties, after consultation with the rules and regulations promulgated thereunder. Each of the Companyother, Holdco, Parent and Merger Sub shall will use its all reasonable best efforts to respond promptly to any comments of made by the SEC with respect to the Proxy Statement Statement, the Schedule 13E-3 and Schedule 13E-3any Other Filings. Each of the Company, Holdco, Parent Target and Merger Sub Newco shall furnish to each other all information concerning such party to it and the holders of its capital stock as the other as may be reasonably requested request in connection with such actions and the preparationpreparation of the Proxy Statement, filing the Schedule 13E-3 and distribution any Other Filings. As promptly as practicable after the clearance of the Proxy Statement and the Schedule 13E-3. The Company 13E-3 by the SEC, Target shall promptly notify Parent upon mail the receipt of any comments from Proxy Statement to its stockholders (or, if the SEC or its staff or any request from the SEC or its staff for amendments or supplements chooses not to review the Proxy Statement and the Schedule 13E-3 13E-3, within 10 days after the date that the SEC notifies Target that it will not review the Proxy Statement). The Proxy Statement shall include the recommendation of the Target Board of Directors and shall provide Parent with copies the Special Committee that adoption of all correspondence between it the Merger Agreement by Target’s stockholders is advisable and its Representatives, on that Target Board of Directors and the one handSpecial Committee has determined that the Merger is fair to, and in the SEC best interests of, Target Stockholders other than M▇. ▇▇▇▇, Newco and their Affiliates, subject to Target Board of Directors or the Special Committee’s right to withdraw, modify or amend such recommendation if Target Board of Directors or the Special Committee, as applicable, determines in good faith, after receipt of the advice of its staffoutside counsel, on that such action is necessary for Target Board of Directors and the other handSpecial Committee to comply with their fiduciary duties under applicable law. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any No amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, and (ii) shall consider in good faith and take into account those comments reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or anything else herein to the contraryProxy Statement, and subject to compliance with the terms of Section 6.04, in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent the opportunity to review or comment on (or include comments proposed by Parent in) the portion of the Schedule 13E-3 or any Other Filings will be made by Target without the approval of Newco, which shall not be unreasonably delayed or withheld. Target will advise 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. 1.7.2 Each of the parties agrees to use its reasonable efforts to cooperate and to provide each other with such information as any of such parties may reasonably request in connection with the preparation of the Proxy Statement, the Schedule 13E-3 and the Other Filings. Each party agrees promptly to supplement, update and correct any amendment information provided by it for use in the Proxy Statement, the Schedule 13E-3 and the Other Filings to the extent that it is or supplement theretoshall have become incomplete, false or any other filing by the Company with the SEC, solely with respect to such disclosuremisleading. If at any time prior to the Shareholders’ MeetingEffective Time, any information event or circumstance relating to Newco or its officers and directors, should be discovered by Newco which should be set forth in an amendment to the CompanyProxy Statement, Holdcothe Schedule 13E-3 or Other Filings, Parent and Merger Sub Newco shall promptly inform Target. If at any time prior to the Effective Time, any event or any of their respective affiliatescircumstance relating to Target, or its officers or directors, is should be discovered by the Company, Holdco, Parent and Merger Sub Target which should be set forth in an amendment or a supplement to the Proxy Statement and Statement, any Other Filing or the Schedule 13E-3 so that the Proxy Statement and Schedule 13E-3 shall not 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 therein13E-3, in light of the circumstances under which they are made, not misleading, the party which discovers such information Target shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company; provided that prior to such filing, the Company, Holdco, Parent and Merger Sub, as the case may be, shall consult with the other Parties with respect to such amendment or supplement and shall afford the other Parties and their Representatives reasonable opportunity to comment thereoninform Newco.

Proxy Statement and Schedule 13E-3. (a) Promptly As soon as reasonably practicable following the date hereofof this Agreement, the CompanyCompany shall, with the assistance of Parent, prepare and file the Proxy Statement with the SEC. Concurrently with filing the Proxy Statement with the SEC, the Company and Parent shall prepare and file the Schedule 13E-3 with the SEC. Holdco, Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement and the Schedule 13E-3. Without limiting the generality of the foregoing, each of Holdco, Parent and Merger Sub, shall prepare and cause Sub will furnish to the Company the information relating to it required by the Exchange Act to be filed with set forth in each of the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger Proxy Statement and the Transactions by the shareholders Schedule 13E-3. Each of the CompanyHoldco, including the Parent, Merger (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Subject to and without limiting the rights of the Special Committee Sub and the Company Board shall use its commercially reasonable efforts to effect a Change in Company Recommendation pursuant resolve all SEC comments with respect to and in accordance with Section 6.04(d), the Proxy Statement shall include and the Schedule 13E-3 as promptly as reasonably practicable after receipt thereof. Each of Holdco, Parent, Merger Sub and the Company Recommendation. Concurrently with the preparation of agrees to correct any information provided by it for use in the Proxy Statement, Statement and the Company, Holdco, Schedule 13E-3 which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company, Holdco, Parent receipt of any comments from the SEC with respect to the Proxy Statement and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 and any request by the SEC for any amendment to the Proxy Statement or the Schedule 13E-3 or for additional information in connection therewith. The Company will comply as to form in promptly provide Parent with copies of all material respects with correspondence between the requirements of the Exchange Act Company and the rules and regulations promulgated thereunder. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3. Each of , and Parent will promptly provide the Company, Holdco, Parent and Merger Sub shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, Parent and the SEC and its staff, on with respect to the other handSchedule 13E-3. Prior to filing or mailing (as applicable) the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of from the SEC with respect thereto, Parent and its counsel, with respect to the Proxy Statement, and the Company and the Special Committee and their respective counsel, with respect to the Schedule 13E-3, shall be given, to the extent practicable, three (i3) shall provide Parent a reasonable opportunity Business Days to review and comment on such document the Proxy Statement, Schedule 13E-3 and any proposed responses to any SEC comments or responsecommunications, as applicable, and (ii) the Company and Parent shall consider all additions, deletions or changes suggested thereto in good faith and take into account those comments reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or anything else herein , with respect to the contrary, and subject to compliance with the terms of Section 6.04, in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent the opportunity to review or comment on (or include comments proposed by Parent in) the portion of the Schedule 13E-3 or the Proxy Statement, any amendment or supplement thereto, or any other filing by and the Company with and the SECSpecial Committee and their respective counsel, solely with respect to such disclosure. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Holdco, Parent and Merger Sub or any of their respective affiliates, officers or directors, is discovered by the Company, Holdco, Parent and Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and Schedule 13E-3 so that the Proxy Statement and Schedule 13E-3 shall not 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 therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company; provided that prior to such filing, the Company, Holdco, Parent and Merger Sub, as the case may be, shall consult with the other Parties with respect to such amendment or supplement and shall afford the other Parties and their Representatives reasonable opportunity to comment thereon13E-3.

Proxy Statement and Schedule 13E-3. (a) Promptly As soon as practicable following the date hereof, the Company, Company with the assistance of Holdco, Parent and Merger Sub, shall prepare the Proxy Statement. Concurrently with the preparation of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and cause to be filed with the SEC a proxy Rule 13e−3 transaction statement on Schedule 13E−3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company, including the Merger Company (such proxy statementSchedule 13E−3, as amended or supplemented, being referred to herein as the “Proxy StatementSchedule 13E−3”). Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d), the Proxy Statement shall include the Company Recommendation. Concurrently with the preparation of the Proxy Statement, the Company, Holdco, Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts so to ensure that the Proxy Statement and the Schedule 13E-3 will 13E−3 comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-313E−3. Each of the Company, Holdco, Parent and Merger Sub shall furnish all information concerning such party provide reasonable assistance and cooperation to the other as may be reasonably requested Company in connection with the preparation, filing and distribution of the Proxy Statement Statement, the Schedule 13E−3 and Schedule 13E-3the resolution of comments from the SEC. The Company shall promptly notify Parent upon the Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3 13E−3, the Company shall promptly notify Parent and Merger Sub and in any event within twenty-four (24) hours and shall provide Parent with copies of all correspondence between it the Company and its Representativesrepresentatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing the Schedule 13E−3 or mailing the Proxy Statement and Schedule 13E-3 (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable opportunity period of time to review and comment on such document or response, response and (ii) shall consider in good faith and take into account those comments all additions, deletions or changes reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.04, in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent the opportunity to review or comment on good faith. (or include comments proposed by Parent inb) the portion Each of the Schedule 13E-3 or the Proxy Statement, any amendment or supplement thereto, or any other filing by the Company with the SEC, solely with respect to such disclosure. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Holdco, Parent and Merger Sub shall promptly furnish all information concerning such Party to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the Transactions. Each of their Parent, Merger Sub and the Company agrees, as to itself and its respective affiliatesAffiliates or Representatives, officers that none of the information supplied or directorsto be supplied by Parent, is discovered by Merger Sub or the Company, Holdcoas applicable, Parent and Merger Sub which should expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E−3 or any other documents filed or to be set forth filed with the SEC in an connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the Proxy Statement holders of Shares and Schedule 13E-3 so that at the Proxy Statement and Schedule 13E-3 shall not time of the Shareholder Meeting, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and that all information supplied by such party for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective Affiliates, officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E−3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers Party discovering such information event or circumstance shall promptly notify inform the other parties hereto Parties and an appropriate amendment or supplement describing such information event or circumstance shall be promptly filed with the SEC and, to the extent required by applicable Law, and disseminated to the shareholders of the CompanyCompany to the extent required by Law; provided that prior to such filing, the Company, Holdco, Parent Company and Merger SubParent, as the case may be, shall consult with the each other Parties with respect to such amendment or supplement and shall afford the other Parties party and their Representatives a reasonable opportunity to comment thereon. (c) At the Shareholder Meeting, and any other meeting of the shareholders of the Company called to seek the Shareholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement, the Plan of Merger or the Transactions contemplated herein is sought, Parent shall vote, and shall cause the Rollover Shareholders and their respective Affiliates to vote, or cause to be voted, all Shares (including Shares represented by ADSs) held directly or indirectly by the Rollover Shareholders and their respective Affiliates as of the date hereof in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions.

Proxy Statement and Schedule 13E-3. (a) Promptly following the date hereof, the Company, with the assistance of Holdco, Parent and Merger Sub, shall prepare and cause to be filed with the SEC a proxy statement relating to the approval Reasonably promptly after execution of this Agreement, the Plan of Merger Company shall prepare the Proxy Statement, file the Proxy Statement with the SEC under the Exchange Act, and use commercially reasonable efforts to have the Transactions Proxy Statement cleared by the shareholders of the CompanySEC. Holding, including the Merger (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Subject to and without limiting the rights of the Special Committee Acquiror and the Company Board to effect a Change shall cooperate with each other in Company Recommendation pursuant to and in accordance with Section 6.04(d), the Proxy Statement shall include the Company Recommendation. Concurrently with the preparation of the Proxy Statement, and the Company, Holdco, Parent and Merger Sub Company shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each notify Acquiror of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form in all material respects with the requirements receipt of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror reasonably promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, HoldcoHolding and Acquiror agrees to use its commercially reasonable efforts, Parent and Merger Sub shall furnish all information concerning such party to after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as may be reasonably requested in connection with the preparation, filing and distribution of practicable after the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon has been cleared by the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, and (ii) shall consider in good faith and take into account those comments reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.04, in connection with any disclosure regarding a Change in Company RecommendationSEC, the Company shall not be required mail the Proxy Statement to provide Parent the opportunity Stockholders. Prior to review or comment on (or include comments proposed by Parent in) the portion date of approval of the Schedule 13E-3 or the Proxy Statement, any amendment or supplement thereto, or any other filing Merger by the Company with the SECStockholders, solely with respect to such disclosure. If at any time prior to the Shareholders’ Meeting, any information relating to each of the Company, HoldcoHolding and Acquiror shall correct promptly any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, Parent and Merger Sub or any of their respective affiliates, officers or directors, is discovered the Company shall take all steps necessary to file with the SEC and have cleared by the Company, Holdco, Parent and Merger Sub which should be set forth in an SEC any amendment or supplement to the Proxy Statement as to correct the same and Schedule 13E-3 so that to cause the Proxy Statement and Schedule 13E-3 shall not contain any untrue statement of a material fact or omit to state any material fact required as so corrected to be stated therein or necessary in order disseminated to make the statements thereinStockholders, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, each case to the extent required by applicable Law. (b) Promptly following the date of this Agreement, disseminated Holding, Acquiror and the Company shall file with the SEC, and shall use all commercially reasonable efforts to cause any of their respective Affiliates engaging in this transaction to file with the SEC, a Schedule 13E-3 with respect to the shareholders Merger. Each of the parties hereto agrees to use all commercially reasonable efforts to cooperate and to provide each other with such information as any of such parties may reasonably request in connection with the preparation of the Proxy Statement and the Schedule 13E-3. The Schedule 13E-3 shall be filed with the SEC concurrently with the filing of the Proxy Statement. Each of the Company; provided that prior , Holding and Acquiror agrees to such filinguse its commercially reasonable efforts, the Company, Holdco, Parent and Merger Sub, as the case may be, shall consult after consultation with the other Parties with respect parties hereto, to respond promptly to all such amendment comments of and requests by the SEC. Each party hereto agrees promptly to supplement, update and correct any information provided by it for use in the Schedule 13E-3 if and to the extent that such information is or supplement and shall afford the other Parties and their Representatives reasonable opportunity to comment thereonhave become incomplete, false or misleading.

Proxy Statement and Schedule 13E-3. (a) Promptly following Section 5.3.1 As promptly as practicable after the date hereofexecution of this Agreement, the Company, with the assistance of Holdco, Company and Parent shall cooperate and Merger Sub, shall promptly prepare and cause to be filed file with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders meeting of the Company, including 's stockholders to be held in connection with the Merger (such proxy statementtogether with any amendments thereof or supplements thereto, as amended or supplemented, being referred to herein as the “"Proxy Statement”)") and a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") with respect to the Merger and any Other Filings, if any. Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d), The respective parties shall cause the Proxy Statement shall include the Company Recommendation. Concurrently with the preparation of the Proxy Statement, the Company, Holdco, Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will to comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including Regulation 14A and Rule 13e-3. Each of The respective parties, after consultation with the Companyother, Holdco, Parent and Merger Sub shall will use its all reasonable best efforts to respond promptly to any comments of made by the SEC with respect to the Proxy Statement Statement, any Other Filings and the Schedule 13E-3. Each of the Company, Holdco, Parent and Merger Sub the Company shall furnish to each other all information concerning such party to it and the holders of its capital stock as the other as may be reasonably requested request in connection with such actions and the preparationpreparation of the Proxy Statement, filing any Other Filings and distribution the Schedule 13E-3. As promptly as practicable after the clearance of the Proxy Statement and the Schedule 13E-3. The 13E-3 by the SEC, the Company shall promptly notify Parent upon mail the receipt of any comments from Proxy Statement to its stockholders (or, if the SEC or its staff or any request from the SEC or its staff for amendments or supplements chooses not to review the Proxy Statement and the Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its Representatives13E-3, on within 10 days after the one hand, and date that the SEC and its staff, on notifies the other hand. Prior to filing or mailing Company that it will not review the Proxy Statement). The Proxy Statement shall include the recommendation of the Company Board that adoption of the Merger Agreement by the Company's stockholders is advisable and Schedule 13E-3 (or any that the Company Board has determined that the Merger is fair and in the best interests of the Company's stockholders. No amendment or supplement thereto) or responding (other than pursuant to any comments Section 425 of the SEC Securities Act with respect thereto, the Company (ito releases made in compliance with Section 5.9) shall provide Parent a reasonable opportunity to review and comment on such document or response, and (ii) shall consider in good faith and take into account those comments reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or anything else herein to the contraryProxy Statement, and subject to compliance with the terms of Section 6.04, in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent the opportunity to review or comment on (or include comments proposed by Parent in) the portion of the Schedule 13E-3 or any Other Filings will be made by the Company without the approval of Parent. The Company will advise Parent, 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. Section 5.3.2 Each of the parties agrees to use its best efforts to cooperate and to provide each other with such information as any of such parties may reasonably request in connection with the preparation of the Proxy Statement, the Other Filings and the Schedule 13E-3. Each party agrees promptly to supplement, update and correct any amendment information provided by it for use in the Proxy Statement, the Other Filings and the Schedule 13E-3 if and to the extent that it is of shall have become incomplete, false or supplement thereto, or any other filing by the Company with the SEC, solely with respect to such disclosuremisleading. If at any time prior to the Shareholders’ MeetingEffective Time, any information event or circumstance relating to Parent or Parent Subsidiary or the respective officers and directors, should be discovered by Parent which should be set forth in an amendment to the Proxy Statement, Other Filings or Schedule 13E-3, Parent shall promptly inform the Company. If at any time prior to the Effective Time, any event or circumstance relating to the Company, Holdco, Parent and Merger Sub Company or any of Company Subsidiary, or their respective affiliates, officers or directors, is should be discovered by the Company, Holdco, Parent and Merger Sub Company which should be set forth in an amendment or a supplement to the Proxy Statement and Statement, any Other Filing or the Schedule 13E-3 so 13E-3, the Company shall promptly inform Parent. All documents that the Proxy Statement Company is responsible for filing in connection with the transactions contemplated herein will comply as to form and Schedule 13E-3 shall not contain any untrue statement of a substance in all material fact or omit to state any material fact required to be stated therein or necessary in order to make respects with the statements therein, in light applicable requirements of the circumstances under which they are made, not misleadingExchange Act, the party which discovers such information shall promptly notify the rules and regulations, thereunder and other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company; provided that prior to such filing, the Company, Holdco, Parent and Merger Sub, as the case may be, shall consult with the other Parties with respect to such amendment or supplement and shall afford the other Parties and their Representatives reasonable opportunity to comment thereonLaws.