Common use of Proxy Statement; Special Meeting Clause in Contracts

Proxy Statement; Special Meeting. (a) Seller shall, in accordance with Delaware law and Seller’s charter and bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) as promptly as practicable after the date hereof, for the purpose of obtaining the Stockholder Approval. Seller shall use commercially reasonable efforts to solicit from its stockholders proxies for the purposes of obtaining the Stockholder Approval and to secure such Stockholder Approval in accordance with Delaware law and Seller’s charter and bylaws. (b) As promptly as practicable after the date hereof (and in any event within twenty-three (23) calendar days), Seller shall prepare and file with the SEC a preliminary Proxy Statement with the SEC to be used in connection with the solicitation of proxies at the Stockholder Meeting. Seller and Buyer shall use commercially reasonable efforts to respond to any comments of the SEC and its staff and Seller shall use its commercially reasonable efforts to file a definitive Proxy Statement as soon as practicable following resolution of any SEC comments and mail to its stockholders the Proxy Statement and all other proxy materials for such Stockholder Meeting. If necessary in order to comply with applicable securities laws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 4.9, to the extent permitted by applicable law, the board of directors of Seller (the “Board of Directors”) shall recommend that the stockholders of Seller vote in favor of approval of the sale of the Acquired Assets pursuant to this Agreement and the transaction contemplated hereby (“Board Recommendation”) and shall include such recommendation in the Proxy Statement; provided, however, that the Board of Directors may fail to make, or withdraw, modify or change such recommendation, and shall not be required to include such recommendation in the Proxy Statement, if it shall have determined in good faith, after consultation with its outside counsel, that such action is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary duties under Delaware law. Without limiting the generality of the foregoing, unless this Agreement is otherwise terminated in accordance with its terms, the approval of the sale of the Acquired Assets pursuant to this Agreement and the transactions contemplated hereby shall be submitted to Seller’s stockholders at the Stockholder Meeting whether or not any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to Seller. (c) Buyer shall furnish all information concerning Buyer, as may be reasonably requested in connection with the preparation and filing with the SEC of the Proxy Statement so as to comply with applicable law. Buyer and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement before such document (or any amendment or supplement thereto) is filed with the SEC, and Seller shall consider in such document any comments reasonably and timely proposed by Buyer and its counsel. Seller shall (i) as promptly as practicable after receipt thereof, provide Buyer and its counsel with copies of any written comments, and advise Buyer and its counsel of any comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Buyer and its counsel a reasonable opportunity to review Seller’s proposed response to such comments, and (iii) consider for inclusion in Seller’s written response to such comments any input reasonably and timely proposed by Buyer and its counsel.

Proxy Statement; Special Meeting. (a) Seller As promptly as reasonably practicable after the execution of this Agreement and Acquiror’s receipt of the Required Financial Statements, subject to the terms of this Section 7.3(a), Acquiror Parent shall prepare (and consult and consider any comments received from Contributor Parties in good faith) and file with the SEC a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the Acquiror Parent Stockholders in order to seek approval of the issuance of Acquiror Parent Class B Common Stock as contemplated by this Agreement (the “Acquiror Parent Stockholder Approval”). Acquiror Parent shall cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of the Contributor Parties shall, and shall cause the Company to, (i) cooperate with Acquiror Parent in accordance the preparation of the Proxy Statement; (ii) use its commercially reasonable efforts to furnish the information reasonably requested by Acquiror Parent for inclusion in the Proxy Statement; and (iii) use its commercially reasonable efforts to provide such other assistance as may be reasonably requested by Acquiror Parent or Acquiror Parent’s outside legal counsel in connection with Delaware law the preparation, filing and Seller’s charter distribution of the Proxy Statement. (b) Acquiror Parent shall (i) use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as is reasonably practicable after filing and bylaws(ii) as promptly as practicable after the Proxy Statement is cleared under the Exchange Act by the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of the Acquiror Parent Stockholders, including causing the Proxy Statement to be mailed to the Acquiror Parent Stockholders. Acquiror Parent shall also take any action required to be taken and make any necessary filings under the Securities Act, the Exchange Act or any applicable state securities Laws in connection with the Transactions, this Agreement or the issuance of Acquiror Parent Class B Common Stock and Acquiror Units in the Transactions. (c) Each Party agrees, as to itself and its stockholders Subsidiaries, to use reasonable best efforts so that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to the Acquiror Parent Stockholders and at the time of the Special Meeting, contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Special Meeting or such subject matter which has become false or misleading. (d) If at any time prior to the “Stockholder Meeting”Closing, any Party discovers any information relating to Acquiror Parent, Acquiror or the Company, or any of their respective Affiliates, directors or officers that should be set forth in an amendment or supplement to the Proxy Statement so that such documents would not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Special Meeting or such subject matter which has become false or misleading, the Party that discovers such information shall promptly notify the other Party and Acquiror Parent shall promptly cause to be filed with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such information to the Acquiror Parent Stockholders. Nothing in this Section 7.3(d) shall limit the obligations of any Party under Section 7.3(a), Section 7.3(b), Section 7.3(c) and Section 7.3(e). (e) Acquiror Parent shall notify the Contributor Parties promptly of the receipt of any correspondence, communications or comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Contributor Parties with (i) copies of all correspondence and a description of all material oral discussions between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the Transactions and (ii) copies of all orders of the SEC relating to the Proxy Statement. (f) Except as otherwise set forth herein, as promptly as practicable after practicable, Acquiror Parent shall duly call, give notice of, convene and hold a meeting of the date hereof, Acquiror Parent Stockholders for the purpose of obtaining the Acquiror Parent Stockholder Approval (the “Special Meeting”). Subject to the terms hereof, such Special Meeting shall in any event be no later than forty-five (45) calendar days after Acquiror Parent mails the Proxy Statement to the Acquiror Parent Stockholders. Acquiror Parent may postpone or adjourn the Special Meeting (i) (A) due to the absence of a quorum or (B) if Acquiror Parent has not received proxies representing a sufficient number of shares of Acquiror Parent Common Stock for the Acquiror Parent Stockholder Approval. Seller shall use commercially reasonable efforts , whether or not a quorum is present, to solicit from its stockholders proxies additional proxies; or (ii) to allow reasonable additional time for the purposes filing and mailing of obtaining any supplemental or amended disclosure that the Stockholder Approval Acquiror Parent Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to secure such Stockholder Approval in accordance with Delaware law be disseminated and Seller’s charter and bylawsreviewed by the Acquiror Parent Stockholders prior to the Special Meeting. (bg) As promptly as practicable after The Acquiror Parent Board shall recommend to the date hereof (and in any event within twenty-three (23) calendar days), Seller shall prepare and file with Acquiror Parent Stockholders that they approve the SEC a preliminary Proxy Statement with the SEC to be used in connection with the solicitation of proxies at the Stockholder Meeting. Seller and Buyer shall use commercially reasonable efforts to respond to any comments issuance of the SEC and its staff and Seller shall use its commercially reasonable efforts to file a definitive Proxy Statement Acquiror Parent Class B Common Stock, together with an equal number of Acquiror Units, as soon as practicable following resolution of any SEC comments and mail to its stockholders the Proxy Statement and all other proxy materials for such Stockholder Meeting. If necessary in order to comply with applicable securities laws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 4.9, to the extent permitted contemplated by applicable law, the board of directors of Seller this Agreement (the “Board of Directors”) shall recommend that the stockholders of Seller vote in favor of approval of the sale of the Acquired Assets pursuant to this Agreement and the transaction contemplated hereby (“Acquiror Parent Board Recommendation”) and shall include such recommendation the Acquiror Parent Board Recommendation in the Proxy Statement; provided. Neither the Acquiror Parent Board nor any committee thereof shall withdraw or modify, howeveramend or qualify in a manner adverse to the Contributor Parties (or propose to withdraw or modify, that amend or qualify in a manner adverse to the Contributor Parties publicly) the Acquiror Parent Board of Directors may Recommendation, or fail to make, or withdraw, modify or change such recommendation, and shall not be required to include such recommendation the Acquiror Parent Board Recommendation in the Proxy StatementStatement (any such action being referred to as a “Change in Recommendation”). Notwithstanding the foregoing, if it shall have determined in good faiththe Acquiror Parent Board, after consultation with its outside legal counsel, determines in good faith that such action is necessary failure to effect a Change in order for the Board of Directors Recommendation would be reasonably likely to act in a manner consistent be inconsistent with its fiduciary duties to the Acquiror Parent Stockholders under Delaware lawapplicable Law, then the Acquiror Parent Board may effect a Change in Recommendation. Without limiting Nothing herein shall restrict the generality making of any disclosure to the foregoingAcquiror Parent Stockholders (including factually accurate disclosure regarding the business, unless this Agreement is otherwise terminated in accordance financial condition or results of operations of Acquiror Parent and its Subsidiaries) if Acquiror Parent, after consultation with its termsoutside legal counsel, the approval of the sale of the Acquired Assets pursuant to this Agreement and the transactions contemplated hereby shall be submitted to Seller’s stockholders at the Stockholder Meeting whether or not any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to Sellerhas determined in good faith that such communication is required by applicable Law. (c) Buyer shall furnish all information concerning Buyer, as may be reasonably requested in connection with the preparation and filing with the SEC of the Proxy Statement so as to comply with applicable law. Buyer and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement before such document (or any amendment or supplement thereto) is filed with the SEC, and Seller shall consider in such document any comments reasonably and timely proposed by Buyer and its counsel. Seller shall (i) as promptly as practicable after receipt thereof, provide Buyer and its counsel with copies of any written comments, and advise Buyer and its counsel of any comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Buyer and its counsel a reasonable opportunity to review Seller’s proposed response to such comments, and (iii) consider for inclusion in Seller’s written response to such comments any input reasonably and timely proposed by Buyer and its counsel.

Proxy Statement; Special Meeting. (a) Seller shall, in accordance with Delaware law and Seller’s charter and bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) as promptly as practicable after the date hereof, for the purpose of obtaining the Stockholder Approval. Seller shall use commercially reasonable efforts to solicit from its stockholders proxies for the purposes of obtaining the Stockholder Approval and to secure such Stockholder Approval in accordance with Delaware law and Seller’s charter and bylaws. (b) As promptly as practicable after the date hereof (and in any event within twenty-three (23) calendar days), Seller shall prepare and file with the SEC a preliminary Proxy Statement proxy statement (together with the SEC a letter to stockholders, notice of meeting and form of proxy) to be used in connection with the solicitation of proxies for use at the Stockholder MeetingMeeting (collectively, including any amendment or supplement thereto, the “Proxy Statement”) within thirty (30) days of the date hereof. Seller agrees that at the date it is first mailed to the stockholders of Seller or at the time of the Stockholder Meeting or at the time of any amendment or supplement thereof, (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by Seller for inclusion or incorporation by reference in the Proxy Statement will 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 were made, not misleading. If, at any time prior to the adoption of this Agreement by Seller’s stockholders, Seller shall become aware of the occurrence of any event or other circumstance relating to it or the transactions contemplated by this Agreement, as to which an amendment or supplement to the Proxy Statement shall be required, Seller shall promptly inform Buyer and prepare and mail to its stockholders such amendment or supplement. Seller and Buyer shall use commercially reasonable best efforts to respond to any comments of the SEC and its staff staff, and Seller shall use its commercially reasonable efforts to file a definitive Proxy Statement as soon as reasonably practicable following resolution of any SEC comments and mail to its stockholders the Proxy Statement and all other proxy materials for such Stockholder Meeting. Each of Seller and Buyer shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect. If necessary necessary, in order to comply with applicable securities laws, after the Proxy Statement shall have been so mailed, Seller shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 4.9, to the extent permitted by applicable law7.3, the board of directors of Seller (the “Board of Directors”) shall recommend that the stockholders of Seller vote in favor of approval of to authorize the sale of the Acquired Assets pursuant to transactions contemplated by this Agreement and (the transaction contemplated hereby (“Seller Board Recommendation”) and shall include such recommendation in the Proxy Statement; Statement; provided, however, that the Seller Board of Directors may fail to make, or withdraw, modify or change such recommendation, and shall not be required to include such recommendation in the Proxy Statement, if it shall have determined in good faithvalidly made a Change of Recommendation pursuant to Section 7.3(c). (b) Seller shall, after consultation with its outside counsel, that such action is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary duties under Delaware law. Without limiting the generality of the foregoing, unless this Agreement is otherwise terminated in accordance with its terms, the approval General Corporation Law of the sale State of Delaware (the Acquired Assets pursuant to this Agreement “DGCL”) and Seller’s Governing Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) for the purpose of obtaining the Stockholder Approval and the transactions contemplated hereby other matters described in this Section 7.4(b) as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC. Seller shall be submitted use reasonable best efforts to solicit from its stockholders proxies for the purposes of obtaining the Stockholder Approval and to obtain Stockholder Approval in accordance with the DGCL, Seller’s stockholders at Governing Documents and the Stockholder Meeting whether or not any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to SellerExchange Act. (c) Buyer shall furnish all information concerning Buyer, Buyer as may be reasonably requested in connection with the preparation and filing with the SEC of the Proxy Statement so as to comply with applicable lawLaw. Buyer and its counsel shall be given a reasonable opportunity to review and comment on the preliminary and definitive Proxy Statement before such document (or any amendment or supplement thereto) is filed with the SEC, and Seller shall consider in good faith in such document any comments reasonably and timely proposed by Buyer B▇▇▇▇ and its counsel. Seller shall (i) as promptly as practicable after receipt thereof, provide Buyer and its counsel with copies of any written comments, and advise Buyer and its counsel of any comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Buyer and its counsel a reasonable opportunity to review Seller’s proposed response to such comments, and (iii) consider for inclusion in Seller’s written response to such comments any input reasonably and timely proposed by Buyer and its counsel. Buyer hereby represents, covenants and agrees that none of the information to be supplied by or on behalf of Buyer or any Affiliate thereof for inclusion or incorporation by reference in the Proxy Statement shall, at the date it is first mailed to the stockholders of Seller or at the time of the Stockholders Meeting or at the time of any amendment or supplement thereof, 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; provided, however, that no representation or warranty is made by Buyer with respect to statements made or incorporated by reference therein to the extent based on information supplied by Seller in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein.

Proxy Statement; Special Meeting. (a) Seller shallAs promptly as practicable after the execution of this Agreement and GSCAC’s receipt from CEH of any information regarding the Project Companies that is required to be included in the Proxy Statement, GSCAC will prepare and file a preliminary Proxy Statement with the SEC; provided that GSCAC shall furnish a draft of such preliminary Proxy Statement to CEH and give CEH and its legal counsel a reasonable opportunity to review such draft prior to filing the preliminary Proxy Statement with the SEC and shall accept all reasonable additions, deletions or changes suggested by CEH in accordance connection therewith. GSCAC shall promptly notify CEH of the receipt of any comments of the SEC staff with Delaware law respect to the Proxy Statement and Sellerof any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to CEH as promptly as reasonably practicable, copies of all written correspondence between GSCAC or any representative of GSCAC and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the Proxy Statement, GSCAC shall respond as promptly as reasonably practicable after its receipt from CEH of any information regarding the Project Companies that is required to address such comments and GSCAC will use its reasonable best efforts to mail the Proxy Statement to its stockholders as soon as reasonably practicable following its approval by the SEC. GSCAC shall provide CEH and its legal counsel with a reasonable opportunity to review any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by CEH in connection therewith. As promptly as practicable after the execution of this Agreement and GSCAC’s charter receipt from CEH of any information regarding the Project Companies that is required to be included, GSCAC will prepare and bylawsfile any other filings required under the Securities Act or the Exchange Act or any other Federal, establish a record date forforeign or Blue Sky Laws relating to the Transaction or any regulations of any exchange on which the common stock, duly par value $0.001 per share of GSCAC is listed for trading (collectively, the “Other Filings”). GSCAC will notify CEH promptly of any request by the SEC or its staff or any other governmental officials for amendments or supplements to any Other Filing or for other additional information and will supply CEH with copies of all written correspondence between GSCAC or any of its representatives, on the one hand, and such government officials, on the other hand, with respect to any Other Filing. GSCAC agrees that the Proxy Statement and the Other Filings will comply in all material respects with all applicable Laws and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, CEH or GSCAC as the case may be, will promptly inform the other Party of such occurrence and cooperate in filing with the SEC or any other government officials, and/or mailing to GSCAC Stockholders, such amendment or supplement. The Proxy Statement will be sent to the GSCAC Stockholders for the purpose of soliciting proxies from GSCAC Stockholders to vote in favor of (i) the Initial Business Combination contemplated by this Agreement, (ii) the issuance and sale of the GSCAC Class B Common Stock and the GSCAC Class A Common Stock (including GSCAC Class A Common Stock into which the Holdco Class B Common Units may be exchanged); (iii) the adoption of the GSCAC Plan; and (iv) the amendments to the Certificate of Incorporation of GSCAC as required so that the Certification of Incorporation of GSCAC can be amended and restated in substantially the form set forth on Exhibit D (the matters described in clauses (i) through (iv), the “Voting Matters”). (b) As soon as practicable after mailing the Proxy Statement to the GSCAC Stockholders, GSCAC shall call, give notice of, convene and hold a meeting of its stockholders the GSCAC Stockholders (the “Stockholder GSCAC Stockholders’ Meeting”) and solicit proxies from such holders to vote in favor of the approval of the Transaction and the other Voting Matters. GSCAC’s obligation to call, convene and hold such meeting shall not be affected by any Change in Recommendation by the GSCAC Board unless this Agreement is terminated by CEH pursuant to Article IX. Notwithstanding anything to the contrary contained in this Agreement, GSCAC shall adjourn or postpone the GSCAC Stockholders’ Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the GSCAC Stockholders or, if as promptly of the time for which the GSCAC Stockholders’ Meeting is originally scheduled (as practicable after set forth in the date hereof, for the purpose Proxy Statement) there are insufficient shares of obtaining the Stockholder Approval. Seller shall use commercially reasonable efforts GSCAC Common Stock represented (either in person or by proxy) to solicit from its stockholders proxies for the purposes of obtaining the Stockholder Approval and constitute a quorum necessary to secure conduct business at such Stockholder Approval in accordance with Delaware law and Seller’s charter and bylawsmeeting. (bc) As promptly CEH agrees to use reasonable best efforts to provide GSCAC with all information concerning the Project Companies as practicable after is reasonably requested by GSCAC for the date hereof (and information concerning the Project Companies in any event within twenty-three (23) calendar days), Seller shall prepare and file with the SEC a preliminary Proxy Statement to comply with all applicable provisions of and rules under the SEC to be used Exchange Act or requirements of AMEX in connection with the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies at thereunder, and the Stockholder Meeting. Seller calling and Buyer shall use commercially reasonable efforts holding of the GSCAC Stockholders’ Meeting or as may be reasonably required to respond to any comments comment of the SEC and its staff and Seller SEC. GSCAC shall use its commercially reasonable efforts to file a definitive Proxy Statement as soon as practicable following resolution of any SEC comments and mail to its stockholders ensure that the Proxy Statement does not, as of the date on which it is distributed to the GSCAC Stockholders, and all other proxy materials for such Stockholder as of the date of the GSCAC Stockholders’ Meeting. If , contain any untrue statement of a material fact or omit to state a material fact necessary in order to comply with applicable securities lawsmake the statements made, after in light of the circumstances under which they were made, not misleading (provided that GSCAC shall not be responsible for ensuring that any information furnished by CEH in writing for inclusion in the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading). With respect to the information furnished by CEH in writing with respect to the Project Companies for inclusion in the Proxy Statement, CEH shall have been so mailedensure that the Proxy Statement does not, promptly circulate amendedas of the date on which it is distributed to the GSCAC Stockholders, supplemental and as of the date of the GSCAC Stockholders’ Meeting, contain any untrue statement of a material fact or supplemented proxy materialomit to state a material fact necessary in order to make the statements made, andin light of the circumstances under which they were made, if required not misleading (provided that CEH shall not be responsible for ensuring that any information furnished by a GSCAC Party in connection therewithwriting for inclusion in the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, resolicit proxies. in light of the circumstances under which they were made, not misleading). (d) Subject to Section 4.9, to the extent permitted by applicable law6.13 but without limiting Section 6.09(b), the board of directors of Seller (the “GSCAC Board of Directors”) shall recommend that the stockholders of Seller GSCAC Stockholders vote in favor of approval of the sale of the Acquired Assets pursuant to this Agreement Transactions and the transaction contemplated hereby (“Board Recommendation”) other Voting Matters, and GSCAC, acting through its board of directors, shall include such recommendation in the Proxy Statement; provided, however, that the Board of Directors may fail to make, or withdraw, modify or change Statement such recommendation, and shall not be required otherwise use all reasonable best efforts to include such recommendation in obtain the Proxy Statement, if it shall have determined in good faith, after consultation with its outside counsel, that such action is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary duties under Delaware law. Without limiting the generality of the foregoing, unless this Agreement is otherwise terminated in accordance with its terms, the approval of the sale of the Acquired Assets pursuant to this Agreement and the transactions contemplated hereby shall be submitted to Seller’s stockholders at the Stockholder Meeting whether or not any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to SellerRequisite Shareholder Approval. (ce) Buyer shall furnish all information concerning BuyerCEH agrees to use reasonable best efforts to obtain a “comfort letter” in form and substance reasonably satisfactory to GSCAC from UHY M▇▇▇, as may be reasonably requested in connection with the preparation and filing with the SEC of the Proxy Statement so as Frankfort S▇▇▇▇ & L▇▇▇, independent public accountants to comply with applicable law. Buyer and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement before such document (or any amendment or supplement thereto) is filed with the SEC, and Seller shall consider in such document any comments reasonably and timely proposed by Buyer and its counsel. Seller shall (i) as promptly as practicable after receipt thereof, provide Buyer and its counsel with copies of any written comments, and advise Buyer and its counsel of any commentsCEH, with respect to the financial statements of any Project Company included in any preliminary or definitive Proxy Statement (or any amendment or supplement thereto) received from filed with the SEC or its staff, (ii) provide Buyer and its counsel a reasonable opportunity to review Seller’s proposed response to such comments, and (iii) consider for inclusion in Seller’s written response to such comments any input reasonably and timely proposed by Buyer and its counselSEC.

Proxy Statement; Special Meeting. (a) Seller shallPromptly after consummation of the Offer, the Company shall prepare and file with the SEC, if required by federal securities laws, a preliminary form of the proxy statement (the "Proxy Statement") to be mailed to the stockholders of the Company in accordance connection with Delaware law the meeting of such stockholders to consider and Seller’s charter vote upon the Merger (the "Special Meeting). The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will notify Parent of the receipt of any comments from the SEC or its staff and bylawsof any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, establish a record date foron the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with or sent to the SEC. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) Special Meeting as promptly as practicable after the date hereof, for the purpose of obtaining the Stockholder Approval. Seller shall use commercially reasonable efforts to solicit from its stockholders proxies for the purposes of obtaining the Stockholder Approval and to secure such Stockholder Approval in accordance with Delaware law and Seller’s charter and bylaws. (b) As promptly as practicable after the date hereof (and in any event within twenty-three (23) calendar days), Seller shall prepare and file with the SEC a preliminary Proxy Statement with the SEC to be used in connection with the solicitation of proxies at the Stockholder Meeting. Seller and Buyer shall use commercially reasonable efforts to respond to any comments consummation of the SEC Offer to consider and its staff and Seller shall use its commercially reasonable efforts to file a definitive Proxy Statement as soon as practicable following resolution of any SEC comments and mail to its stockholders the Proxy Statement and all other proxy materials for such Stockholder Meeting. If necessary in order to comply with applicable securities laws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 4.9, to the extent permitted by applicable law, the board of directors of Seller (the “Board of Directors”) shall recommend that the stockholders of Seller vote in favor of approval of the sale of the Acquired Assets pursuant to this Agreement and the transaction contemplated hereby (“Board Recommendation”) and shall include such recommendation in the Proxy Statement; provided, however, that the Board of Directors may fail to make, or withdraw, modify or change such recommendation, and shall not be required to include such recommendation in the Proxy Statement, if it shall have determined in good faith, after consultation with its outside counsel, that such action is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary duties under Delaware law. Without limiting the generality of the foregoing, unless this Agreement is otherwise terminated in accordance with its terms, the approval of the sale of the Acquired Assets pursuant to upon this Agreement and the transactions contemplated hereby hereby. The Company shall be submitted use its best efforts to Seller’s stockholders at obtain the Stockholder Meeting whether or not any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to Sellernecessary approval of this Agreement and the Merger by its stockholders. (c) Buyer The Company shall, through its Board, recommend that its stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, subject to the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall furnish vote, or cause to be voted, all information concerning BuyerShares owned by them in favor of the Merger. (e) Notwithstanding the foregoing, as may be reasonably requested in the event that Sub shall acquire at least 90% of the outstanding Shares in connection with the preparation Offer, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and filing with appropriate action to cause the SEC Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Proxy Statement so as to comply Company's stockholders, in accordance with applicable law. Buyer and its counsel shall be given a reasonable opportunity to review and comment on Section 253 of the Proxy Statement before such document (or any amendment or supplement thereto) is filed with the SEC, and Seller shall consider in such document any comments reasonably and timely proposed by Buyer and its counsel. Seller shall (i) as promptly as practicable after receipt thereof, provide Buyer and its counsel with copies of any written comments, and advise Buyer and its counsel of any comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Buyer and its counsel a reasonable opportunity to review Seller’s proposed response to such comments, and (iii) consider for inclusion in Seller’s written response to such comments any input reasonably and timely proposed by Buyer and its counselDGCL.