VALID TERMINATION OF
THIS AGREEMENT IN ACCORDANCE WITH ARTICLE X, SELLER SHALL PREPARE AND DELIVER TO
BUYER, AND SHALL TAKE SUCH STEPS AS MAY BE REASONABLY REQUESTED BY BUYER TO
OBTAIN THE ASSISTANCE OF GRANT THORNTON LLP IN THE PREPARATION OF, UNAUDITED
BALANCE SHEETS OF THE PURCHASED BUSINESS AS OF THE LAST DAY OF EACH FISCAL
QUARTER AND THE RELATED UNAUDITED STATEMENTS OF OPERATIONS AND CASH FLOWS FOR
SUCH QUARTERLY PERIOD AND THE YEAR-TO-DATE PERIOD THEN ENDED.
40
5.9
PROXY STATEMENT.
(A)
PROMPTLY FOLLOWING THE DATE OF THIS AGREEMENT, SELLER SHALL, AND
SHALL USE BEST EFFORTS TO CAUSE ITS REPRESENTATIVES AND AFFILIATES TO: (I)
FURNISH TO BUYER AND ITS REPRESENTATIVES ALL OF THE INFORMATION REGARDING
SELLER, THE PURCHASED BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES
(SUCH INFORMATION, THE "SELLER DISCLOSURE INFORMATION") THAT BUYER MAY
REASONABLY REQUEST IN CONNECTION WITH THE PREPARATION OF THE PROXY STATEMENT AND
(II) COOPERATE WITH BUYER AND ITS REPRESENTATIVES AND AFFILIATES IN THE
PREPARATION OF PRO FORMA FINANCIAL INFORMATION REQUIRED TO BE INCLUDED, OR
REASONABLY REQUESTED BY BUYER FOR INCLUSION, IN THE PROXY STATEMENT.
AS
PROMPTLY AS REASONABLY PRACTICABLE AFTER BUYER'S RECEIPT FROM SELLER OF ALL
SELLER DISCLOSURE INFORMATION, BUYER SHALL PREPARE AND CAUSE THE PROXY STATEMENT
TO BE FILED WITH THE SEC.
BUYER SHALL USE BEST EFFORTS TO CAUSE THE PROXY
STATEMENT TO COMPLY WITH THE RULES AND REGULATIONS PROMULGATED BY THE SEC.
(B)
BUYER SHALL PROMPTLY: (I) NOTIFY SELLER UPON THE RECEIPT OF ANY
COMMENTS OR REQUESTS FOR ADDITIONAL INFORMATION FROM THE SEC RELATING TO THE
PROXY STATEMENTS; (II) PROMPTLY RESPOND TO ANY SUCH COMMENTS OR REQUESTS FOR
ADDITIONAL INFORMATION FOLLOWING THE RECEIPT OF ANY SUCH COMMENTS OR REQUESTS;
AND (III) PROVIDE SELLER WITH COPIES OF CORRESPONDENCE BETWEEN BUYER AND ITS
REPRESENTATIVES, ON THE ONE HAND, AND THE SEC AND ITS STAFF, ON THE OTHER HAND,
WITH RESPECT TO THE PROXY STATEMENT.
SELLER SHALL PROMPTLY FURNISH TO BUYER
ANY SELLER DISCLOSURE INFORMATION REASONABLY REQUESTED BY BUYER IN CONNECTION
WITH ITS RESPONSE TO ANY SUCH COMMENTS.
(C)
PRIOR TO THE FILING OR MAILING OF THE PROXY STATEMENT, OR
RESPONDING TO ANY COMMENTS OR REQUESTS FOR INFORMATION FROM THE SEC, BUYER SHALL
PROVIDE SELLER WITH THE OPPORTUNITY TO REVIEW AND COMMENT ON ANY DRAFTS OF THE
PROXY STATEMENT AND RELATED CORRESPONDENCE AND FILINGS.
(D)
IF AT ANY TIME PRIOR TO THE BUYER STOCKHOLDERS' MEETING ANY EVENT
SHALL OCCUR, OR FACT OR INFORMATION SHALL BE DISCOVERED BY BUYER, THAT IS
REQUIRED TO BE SET FORTH IN AN AMENDMENT OF OR A SUPPLEMENT TO THE PROXY
STATEMENT, BUYER SHALL, IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS
SECTION 5.9, PREPARE AND FILE WITH THE SEC SUCH AMENDMENT OR SUPPLEMENT AS SOON
THEREAFTER AS IS REASONABLY PRACTICABLE AND CAUSE SUCH AMENDMENT OR SUPPLEMENT
TO BE DISTRIBUTED TO THE STOCKHOLDERS OF BUYER IF AND TO THE EXTENT REQUIRED BY
ANY LEGAL REQUIREMENT.
SELLER AGREES TO FURNISH TO BUYER ALL INFORMATION
CONCERNING SELLER AND ITS AFFILIATES AS MAY BE REASONABLY REQUESTED IN
CONNECTION WITH THE FOREGOING.
IF ANY