Taxes resulting from
Seller's breach of this Section 4.19 shall be paid by Purchaser.
Section 4.19
Termination of Certain Contracts.
At or prior to the
Technology Closing Date, Seller shall deliver to each party to those Contracts
identified on Schedule 2.9(c) a notice of termination, which termination shall
be effective as of the date set forth opposite each such Contract on Schedule
2.9(c).
Notwithstanding the foregoing, Seller shall give any such notice of
termination following the Technology Closing Date within two (2) business days
of receipt of a written request of Purchaser to earlier deliver such notice of
termination.
Seller acknowledges that Seller's failure to comply with the
provisions of this Section 4.20 shall be a material breach of this Agreement for
purposes of Section 5.2(b) hereof.
Section 4.20
Preparation of Proxy Statement; Stockholder Meeting.
(A)
AS PROMPTLY AS REASONABLY PRACTICABLE FOLLOWING THE DATE OF THIS
AGREEMENT, SELLER SHALL PREPARE AND FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") A PROXY STATEMENT RELATING TO THE APPROVAL OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY SELLER'S STOCKHOLDERS (AS AMENDED
OR SUPPLEMENTED FROM TIME TO TIME, THE "PROXY STATEMENT") AND SELLER SHALL USE
ITS REASONABLE BEST EFFORTS TO RESPOND AS PROMPTLY AS PRACTICABLE TO ANY
COMMENTS OF THE SEC WITH RESPECT THERETO AND TO CAUSE THE PROXY STATEMENT TO BE
MAILED TO SELLER'S STOCKHOLDERS AS PROMPTLY AS REASONABLY PRACTICABLE FOLLOWING
THE DATE OF THIS AGREEMENT.
SELLER SHALL PROMPTLY NOTIFY PURCHASER 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 SHALL PROVIDE
PURCHASER WITH COPIES OF ALL CORRESPONDENCE BETWEEN SELLER AND ITS
REPRESENTATIVES, ON THE ONE HAND, AND THE SEC AND ITS STAFF, ON THE OTHER HAND.
NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED ABOVE, PRIOR TO FILING OR
MAILING THE PROXY STATEMENT (OR ANY AMENDMENT OR SUPPLEMENT THERETO) OR
RESPONDING TO ANY COMMENTS OF THE SEC WITH RESPECT THERETO, SELLER SHALL
(I) PROVIDE PURCHASER THE REASONABLE OPPORTUNITY TO REVIEW AND COMMENT ON SUCH
DOCUMENT OR RESPONSE PRIOR TO ANY FILING OF SUCH DOCUMENT OR RESPONSE TO ANY
COMMENTS OF THE SEC AND CONSIDER IN GOOD FAITH PURCHASER'S COMMENTS,
(II) INCLUDE IN SUCH DOCUMENT OR RESPONSE ALL COMMENTS REASONABLY PROPOSED BY
PURCHASER WITH RESPECT TO ANY STATEMENT OR INFORMATION SPECIFICALLY RELATING TO
THE PURCHASER.
(B)
SELLER SHALL, AS PROMPTLY AS REASONABLY PRACTICABLE FOLLOWING THE
DATE OF THIS AGREEMENT (TAKING INTO CONSIDERATION REGULATORY REVIEW PROCESSES
AND TIMING THEREFORE), ESTABLISH A RECORD DATE FOR, DULY CALL, GIVE NOTICE OF,
CONVENE AND HOLD A MEETING OF ITS STOCKHOLDERS (THE "STOCKHOLDERS MEETING") FOR
THE PURPOSE OF OBTAINING THE AFFIRMATIVE VOTE OF
35
THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF SELLER'S COMMON STOCK,
PAR VALUE $0.001 PER SHARE, IN FAVOR OF APPROVAL OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (THE "STOCKHOLDER APPROVAL").
SELLER SHALL CAUSE
THE STOCKHOLDERS MEETING TO BE HELD AS PROMPTLY AS REASONABLY PRACTICABLE AFTER
THE DATE OF THIS AGREEMENT.
EXCEPT