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<br />Section 5.11 Proxy Statement. <br /> <br />(a) As promptly as prncticable after the execution of this Agreement, the <br />Company shall prepare and file with the SEC the proxy statement of the Company relating to the <br />Company Shareholders' Meeting (together with any amendments thereto, the "Proxv Statement"), <br />and Parent shall prepare and file with the SEC the registration statement on Form S-4 of Parent, in <br />which the Proxy Statement will be included (together with any amendments thereto, the <br />"Registration Statement"), in connection with the registration under the Securities Act of the Parent <br />Class A Common Stock to be issued to the shareholders of the Company in connection with the <br />Merger. Substantially contemporaneously with the filing of the definitive Proxy Statement with the <br />SEC, copies of the definitive Proxy Statement shall be provided to the NYSE and Nasdaq. Parent <br />shall each use its reasonable best efforts to cause the Registration Statement to become effective as <br />promptly as practicable. Parent or the Company, as the case may be, shall furnish all information <br />concerning Parent or the Company as the other party may reasonably request in connection with <br />such actions and preparation of the Proxy Statement. As promptly as practicable after the effective <br />date of the Registration Statement, the Company shall cause the Proxy Statement and prospectus <br />included in the Registration Statement (collectively, the "ProXY Materials") to be mailed to the <br />shareholders of the Company. Parent and the Company shall cause the Proxy Statement to comply <br />as to form and substance in all material respects with the applicable requirements of (i) the Exchange <br />Act, including Sections l4(a) and I4(d) thereof and the respective regulations promulgated <br />thereunder, (ii) the Securities Act, (iii) the rules and regulations of the NYSE and Nasdaq, (iv) the <br />DGCL and (v) the TBCA. <br /> <br />(b) The Proxy Statement shall include the unanimous and unconditional <br />recommendation of the board of directors ofthe Company to the shareholders of the Company that <br />they vote in favor of the adoption ofthis Agreement and the Merger, except as otherwise provided <br />in Section 5.4(b) of this Agreement. <br /> <br />(c) No amendment or supplement to the Registration Statement or the Proxy <br />Statement will be made without the approval of each of Parent and the Company, which approval <br />shall not be unreasonably withheld or delayed. Each of Parent and the Company will advise the <br />other, promptly after it receives notice thereof, of the time when the Registration Statement becomes <br />effective or any supplement or amendment has been filed, of the issuance of any stop order, of the <br />suspension of the qualification of Parent Class A Common Stock issuable in connection with the <br />Merger for offering or sale in any jurisdiction, or of any request by the SEC, the NYSE or Nasdaq <br />for amendment of the Proxy Statement or comments thereon and responses thereto or requests by <br />the SEC for additional information. <br /> <br />(d) The information supplied by the Company for inclusion in the Registration <br />Statement and included in the Proxy Statement shall not, at (i) the time the Registration Statement <br />is declared effective, (ii) the time the Proxy Materials (or any amendment thereof or supplement <br />thereto) are first mailed to the shareholders of the Company, (iii) the time of the Company <br />Shareholders' Meeting and (iv) the Effective Time, contain any untrue statement of a material fact <br />or fail to state any material fact required to be stated therein or necessary in order to make the <br /> <br />ATI/90584-8 <br /> <br />41 <br />