Common use of Information Statement Clause in Contracts

Information Statement. As promptly as possible, but in any event no later than September 14, 2022, the Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement 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 Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled thereto.

Information Statement. As promptly as possible, but in any event no later than September 14, 2022practicable after the date of this Agreement, the Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating send to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review stockholders the Information Statement, within one (1) Business Day after describing the date on which Merger and the Commission confirms that it has no further comments on transactions contemplated hereby, soliciting the Information StatementRequisite Stockholder Approval, and providing notice of appraisal rights as required by Section 262 of the DGCL. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information StatementCompany, and if required, through the Company Board, shall mail (i) recommend to its stockholders that they adopt this Agreement and the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, transactions contemplated hereby and (ii) include such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to recommendation in the Information Statement and (iii) publicly reaffirm such recommendation within 5 days after a reasonable request to do so by Parent or Merger Sub. Without limiting the generality of the foregoing, the Company agrees that its obligations to distribute the Information Statement to its stockholders and to solicit for the Requisite Stockholder Approval shall accept for inclusion in any amendments or supplements any reasonable comments made not be affected by the Buyer commencement, public proposal, public disclosure or communication to the Company or any other Person of any Acquisition Proposal. The Company agrees that, prior to the termination of this Agreement, it shall not submit to the vote of its counsel that are provided in a timely mannerstockholders any Acquisition Proposal or propose to do so. If If, at any time prior to obtaining the Specified Date Requisite Stockholder Approval, any event shall occurinformation relating to the Merger, the Company, Parent or fact any of their respective Affiliates, directors or information shall officers should be discovered, discovered by the Company or Parent that should be set forth in an amendment or supplement to the Information Statement so that such document would not include contain 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable andshall, to the extent required by lawapplicable Law, cause such disseminate an appropriate amendment or supplement to be disseminated describing such information to the holders stockholders of the Company’s voting securities entitled . Notwithstanding the foregoing, prior to mailing the Information Statement (or any amendment or supplement thereto), the Company shall give Parent and its counsel a reasonable opportunity to review and comment on such document and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel.

Information Statement. As The Company will use its best efforts to prepare and file with the SEC as promptly as possible, is reasonably practicable (but in any event no not later than September 14March 20, 2022, 2010) the Company shall file Information Statement in a form that complies in all material respects with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under requirements of the Exchange Act relating and the rules and regulations promulgated thereunder. HCC and its Affiliates shall furnish to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith all information requested concerning itself which is required or customary for inclusion in the preliminary Information Statement any comments made by Buyer or its counselStatement. The Company shall use reasonable best efforts and HCC each agrees to respond as promptly as is practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review SEC on the Information Statement, within one (1) Business Day and the Company agrees to mail the Information Statement to all of the Company's stockholders promptly after the date on which Company learns that the Commission confirms Information Statement will not be reviewed or that it the SEC staff has no further comments thereon. The Company covenants and agrees that the Information Statement and any amendment thereof or supplement thereto to be sent to the stockholders of the Company in connection with the Transactions will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The information provided by any party hereto for use in or incorporation by reference in the Information Statement shall be true and correct in all material respects, at the date mailed to stockholders of the Company, without omission of any material fact which is required to make such information not false or misleading. All financial projections and other forecasts prepared by the Company for use in or incorporation by reference in the Information Statement were, or shall be, as applicable, prepared in good faith based on reasonable assumptions and represent the Company's good faith estimate of future results based on information available as of the date of the Information Statement. The Company shall notify the Buyer promptly of (and No representation, covenant or agreement is made by any party hereto with respect to information supplied in writing by any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept other party specifically for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely mannerInformation Statement. If at any time prior to the Specified Closing Date any event shall occurinformation relating to the Company or HCC, or fact any of their respective Affiliates, officers or information shall directors, should be discovered, that discovered by the Company or HCC which should be set forth in an amendment or supplement to the Information Statement Statement, so that such document the Information Statement 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 were made, not misleading, the Company party which discovers such information shall prepare promptly notify the other parties hereto and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable SEC and, to the extent required by lawLaw, cause such amendment or supplement to be disseminated to the holders shareholders of the Company’s voting securities entitled thereto.

Information Statement. As promptly as possiblereasonably practicable after the date hereof, but in any event no later than September 14the Company shall take all steps within its control required under Section 228 of the DGCL and Regulation 14C promulgated under the Exchange Act to cause the approval and adoption of the Amendments to become effective under the DGCL. Without limiting the generality of the foregoing, 2022, the Investors and the Company shall cooperate and promptly prepare and the Company shall file with the Commission a preliminary SEC as soon as practicable an information statement with respect to the Amendments (the "Information Statement"). The Company will cause the Information Statement to comply as to form in accordance all material respects with Regulation 14C promulgated under the applicable provisions of the Exchange Act relating to the Shareholder Consent and Regulation 14C thereunder. The Company shall use its reasonable best efforts, and the Amendment. Prior to filing Investors will cooperate with the CommissionCompany, to have the Information Statement cleared by the SEC as promptly as practicable. The Company shall will provide Buyer and its counsel the Investors with a reasonable opportunity to review and comment on copy of the preliminary Information Statement and shall consider all modifications thereto prior to filing or delivery to the SEC and will consult with the Investors in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselconnection therewith. The Company shall use reasonable best efforts to respond shall, as promptly as practicable to practicable, (i) notify the Investors of any comments of (other than immaterial comments) received from the Commission SEC with respect to the preliminary Information Statement and of any request by the SEC for amendments or supplements to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or for additional information, (ii) if provide the Commission has, by Investors with copies of all correspondence between the tenth (10th) calendar day after Company and the filing of SEC with respect to the initial preliminary Information Statement and (iii) advise the Investors of any verbal or telephonic comments received from the SEC with the Commission, informed the Company that it intends respect to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify mail the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or to its stockholders as soon as practicable following the definitive Information Statement, and if required, the Company shall mail to the holders clearance of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing Information Statement with the Commission, the SEC. The Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to agrees that the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an each amendment or supplement to thereto at the Information Statement so that such document would time of mailing thereof will not include any misstatement an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that the Company foregoing shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, not apply to the extent required that any such untrue statement of a material fact or omission to state a material fact was made by law, cause such the Company in reliance upon and in conformity with written information concerning the Investors furnished to the Company by the Investors specifically for use in the Information Statement. No amendment or supplement to the Information Statement will be disseminated to made by the holders Company without the approval of the Company’s voting securities entitled theretoInvestors (not to be unreasonably withheld or delayed).

Information Statement. As The Company shall use its reasonable best efforts to file the Preliminary Information Statement with the SEC as promptly as possiblepracticable after the date hereof. The Company shall use its reasonable best efforts to cause the Definitive Information Statement to be filed with the SEC and mailed to the Company stockholders as promptly as practicable after receipt of a no review decision or any further comments from the staff of the SEC on the Preliminary Information Statement. No filing of, but in any event no later than September 14, 2022or amendment or supplement to, the Company shall file with Preliminary Information Statement or the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, Definitive Information Statement will be made by the Company shall provide Buyer and its counsel without providing the Lenders a reasonable opportunity to review and comment on the preliminary Information Statement reasonably and shall consider in good faith for inclusion in thereon, except to the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission extent doing so would not permit compliance with Applicable Law with respect thereto. If any information relating to the preliminary Information Statement and to cause the Information Statement in definitive form to Company, or any of its Affiliates, directors or officers, should be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if discovered by such date the Commission has not informed the Company that it intends which is required to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Definitive Information Statement Statement, 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 Company shall prepare promptly notify the Lenders and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable SEC and, to the extent required by lawApplicable Law, cause such amendment or supplement to be disseminated to the Company stockholders. The Company shall promptly notify the Lenders of the receipt of any and all 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 Preliminary Information Statement or the Definitive Information Statement for additional information and shall supply the Lenders with copies of all correspondence 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 Preliminary Information Statement, the Definitive Information Statement or the Restructuring Transactions. The Company shall respond to any and all comments from the SEC or the staff of the SEC and to any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, as promptly as practicable. Any response to the SEC and any amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement shall be subject to the Lenders’ approval, which approval shall not be unreasonably withheld or delayed. The issuance of the Resulting Shares and the Charter Amendment contemplated by the Company Stockholder Approval may not occur or become effective, as the case may be, prior to the end of the 20 calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the Company’s voting securities entitled theretoRecord Date in accordance with Rule 14c-2(b) of the Exchange Act.

Information Statement. (a) As promptly soon as possiblepracticable after the execution --------------------- of this Agreement, but in any event no later than September 14Company shall prepare, 2022with the cooperation of SciQuest, the Information Statement for the stockholders of Company to approve this Agreement, the Certificate of Merger and the transactions contemplated hereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of SciQuest Common Stock to be received by the holders of Company Capital Stock in the Merger. SciQuest and Company shall file with the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall each use reasonable best commercial efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed comply with applicable federal and state securities laws requirements. Each of SciQuest and Company shall provide promptly to the holders other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement providing party or (ii) if the Commission hasits counsel, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review may be required or appropriate for inclusion in the Information Statement, within one (1) Business Day after or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the date on which other's counsel and auditors in the Commission confirms that it has no further comments on preparation of the Information Statement. The Company shall notify the Buyer will promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statementadvise SciQuest, and SciQuest will promptly advise Company, in writing if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date Effective Time either Company or SciQuest, as applicable, shall obtain knowledge of any event shall occur, facts that might make it necessary or fact or information shall be discovered, that should be set forth in an amendment appropriate to amend or supplement to the Information Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the circumstances under which they Board of Directors of Company that Company stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are madeadvisable and fair and reasonable to and in the best interest of the stockholders of Company. Anything to the contrary contained herein notwithstanding, not misleadingneither party shall include in the Information Statement any information with respect to the other party, the Company form and content of which information shall prepare and file with the Commission not have been approved by such amendment or supplement, in consultation with and subject other party prior to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoinclusion.

Information Statement. As promptly soon as possible, but in any event no later than September 14, 2022reasonably practicable following the date of this Agreement, the Company shall shall, with the assistance of Parent, prepare and file with the Commission a preliminary SEC an information statement in accordance with Regulation 14C of the type contemplated by Rule 14c-2 promulgated under of the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”). Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Shareholder Consent Exchange Act and the Amendmentrules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and shall provide Parent with copies of all such comments and correspondence. Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with the Commissionrespect thereto, the Company shall provide Buyer and its counsel Parent a reasonable opportunity to review and comment to propose comments on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer such document or its counselresponse. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause Promptly after the Information Statement in definitive form to be mailed to has been cleared by the holders SEC or after 10 calendar days have passed since the date of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date SEC without notice from the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing SEC of the initial preliminary Information Statement with the Commission, informed the Company that it intends its intent to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing file with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in mail a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to copy of the Information Statement 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 Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretostockholders.

Information Statement. As promptly as possible, but in any event no No later than September 14, 2022the date that is ten (10) business days after the Closing Date, the Company shall file with the Commission SEC a preliminary information statement in accordance with Regulation on Schedule 14C (the “Information Statement”), prepared by the Company as contemplated by Rule 14c2 promulgated under of the Exchange Act Act, relating to the Shareholder Consent conversion of the Preferred Stock and the Amendmentissuance of Class A Common Stock upon such conversion. Prior to filing with the CommissionSEC, the Company shall provide Buyer each of the Purchasers and its their respective counsel a reasonable opportunity to review and comment on the preliminary Information Statement (including any amendments or supplements thereto) and shall consider in good faith for inclusion in the preliminary Information Statement (including any amendments or supplements thereto) any comments made by Buyer a Purchaser or its counselcounsel that are provided in a timely manner. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the Commission SEC with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be filed with the SEC and mailed to the holders of shares of the Company’s voting securities Common Stock entitled to receive the same thereto as promptly as reasonably practicable (and in any event within two (2) business days) after (i1) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission SEC if by such date the Commission SEC has not informed the Company that it intends to review the Information Statement or (ii2) if the Commission SEC has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the CommissionSEC, informed the Company that it intends to review the Information Statement, within one two (12) Business Day business days after the date on which the Commission SEC confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer each Purchaser promptly of (and in any event no more than one (1) Business Day business day after) the receipt of any comments from the Commission SEC or its staff and of any request by the Commission SEC or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and the Company and the Purchasers shall file with the SEC or its staff, and if required, the Company shall mail to the holders of shares of the Company’s voting securities Common Stock entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date twentieth (20th) day after the mailing to stockholders of the Company any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement 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 that discovers such information shall as promptly as practicable notify the other parties hereto and the Company shall prepare and file with the Commission SEC such amendment or supplement, in consultation with and subject to reasonable review by each of the Buyer and its counsel Purchasers, as promptly as practicable and, to the extent required by lawLaw, cause such amendment or supplement to be disseminated to the holders of shares of the Company’s voting securities Common Stock entitled thereto. The Company shall cause the preliminary Information Statement and the definitive Information Statement to comply as to form in all material respects with the applicable requirements of federal securities laws and with the published rules and regulations of the SEC with respect thereto.

Information Statement. (a) As promptly as possible, reasonably practicable following the execution of this Agreement and after the delivery of the Acquiror Stockholder Consent (but in any event no within the later than September 14of (i) 45 days after the date of delivery of the Acquiror Stockholder Consent or (ii) 10 Business Days after the delivery of the Carve Out Financial Statements), 2022, the Company Acquiror shall prepare and file or caused to be promptly filed with the Commission a SEC in preliminary form an information statement in accordance with Regulation 14C promulgated under of the type contemplated by Rule 14c-2 of the Exchange Act relating containing the information specified in Schedule 14C under the Exchange Act concerning the Acquiror Stockholder Consent, the Merger and the other transactions contemplated hereby (together with any amendments or supplements thereto, the “Information Statement”). Acquiror shall promptly notify Company Parent upon the receipt of any comments (whether written or oral) from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Shareholder Consent Information Statement, and shall provide Company Parent with copies of all written correspondence between Acquiror and its Representatives, on the one hand, and the Amendment. Prior to filing with SEC (or the Commissionstaff of the SEC), the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselother hand. The Company Acquiror shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC (or the staff of the SEC) with respect to the Information Statement and to resolve such comments with the SEC. Acquiror shall use its reasonable best efforts so that the Information Statement will comply as to form in all material respects with the provisions of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder. Prior to the filing of the Information Statement (or any draft thereof or amendment or supplement thereto), any dissemination of the Information Statement to the stockholders of Acquiror, submission of any other filing made with or written materials to the SEC with respect to the Information Statement, or responding to any comments of the Commission SEC (or the staff of the SEC) or requests for additional information from the SEC with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company Acquiror shall provide the Buyer and its counsel Company Parent a reasonable opportunity to review and comment to propose comments on such document or response (including the proposed final version of such document or response), which comments shall be provided promptly and be reasonably considered by Acquiror in good faith. Neither Acquiror nor its Representatives shall agree to participate in any such amendments material or supplements to substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior unless, to the Specified Date any event shall occurextent reasonably practicable and legally permissible, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement 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, it consults with the Company shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable advance and, to the extent required permitted by lawthe SEC, cause allows the Company to participate; provided that Acquiror and its Representatives may take telephone calls initiated by the SEC, or any member of the staff thereof, without abiding by the obligations set forth in this sentence so long as neither Xxxxxxxx nor any of its Representatives agrees to take any action with respect to the Information Statement during such amendment or supplement telephone calls. Without limitation to be disseminated Section 5.7, the Company shall use commercially reasonable efforts to furnish all information concerning itself, its Affiliates and the holders of its capital stock to Acquiror as may be reasonably requested in connection with the Company’s voting securities entitled theretopreparation, filing and distribution of the Information Statement.

Information Statement. As promptly as possiblereasonably practicable after the date hereof, but in any event no later than September 14the Company shall take all steps within its control required under Section 228 of the DGCL and Regulation 14C promulgated under the Exchange Act to cause the approval and adoption of the Amendments to become effective under the DGCL. Without limiting the generality of the foregoing, 2022, the Investors and the Company shall cooperate and promptly prepare and the Company shall file with the Commission a preliminary SEC as soon as practicable an information statement with respect to the Amendments (the “Information Statement”). The Company will cause the Information Statement to comply as to form in accordance all material respects with Regulation 14C promulgated under the applicable provisions of the Exchange Act relating to the Shareholder Consent and Regulation 14C thereunder. The Company shall use its reasonable best efforts, and the Amendment. Prior to filing Investors will cooperate with the CommissionCompany, to have the Information Statement cleared by the SEC as promptly as practicable. The Company shall will provide Buyer and its counsel the Investors with a reasonable opportunity to review and comment on copy of the preliminary Information Statement and shall consider all modifications thereto prior to filing or delivery to the SEC and will consult with the Investors in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counselconnection therewith. The Company shall use reasonable best efforts to respond shall, as promptly as practicable to practicable, (i) notify the Investors of any comments of (other than immaterial comments) received from the Commission SEC with respect to the preliminary Information Statement and of any request by the SEC for amendments or supplements to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or for additional information, (ii) if provide the Commission has, by Investors with copies of all correspondence between the tenth (10th) calendar day after Company and the filing of SEC with respect to the initial preliminary Information Statement and (iii) advise the Investors of any verbal or telephonic comments received from the SEC with the Commission, informed the Company that it intends respect to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify mail the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or to its stockholders as soon as practicable following the definitive Information Statement, and if required, the Company shall mail to the holders clearance of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing Information Statement with the Commission, the SEC. The Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to agrees that the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an each amendment or supplement to thereto at the Information Statement so that such document would time of mailing thereof will not include any misstatement an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that the Company foregoing shall prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, not apply to the extent required that any such untrue statement of a material fact or omission to state a material fact was made by law, cause such the Company in reliance upon and in conformity with written information concerning the Investors furnished to the Company by the Investors specifically for use in the Information Statement. No amendment or supplement to the Information Statement will be disseminated to made by the holders Company without the approval of the Company’s voting securities entitled theretoInvestors (not to be unreasonably withheld or delayed).

Information Statement. As promptly soon as possible, but in any event no later than September 14, 2022reasonably practicable following the date of this Agreement, the Company shall will prepare and file with the Commission a preliminary SEC an information statement to be sent to the Company’s stockholders related to the Merger and this Agreement (the “Information Statement”). Parent and Merger Sub will cooperate with the Company in accordance with Regulation 14C promulgated under the preparation of the Exchange Act relating to Information Statement. The Company will promptly furnish the Shareholder Consent preliminary Information Statement and the Amendment. Prior definitive Information Statement, and any amendments or supplements thereto, to filing with the Commission, the Company shall provide Buyer Parent and give Parent and its legal counsel a reasonable opportunity to review and comment on the such preliminary Information Statement Statement, or amendment or supplement thereto, prior to filing with the SEC, and shall the Company will consider in good faith for inclusion all comments of Parent in connection therewith. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the preliminary Information Statement any comments made by Buyer or its counselStatement. The Company shall will use its commercially reasonable best efforts to respond as promptly soon as reasonably practicable to any SEC comments of the Commission with respect to the preliminary Information Statement and Statement. The Company will use commercially reasonable efforts to cause the definitive Information Statement in definitive form to be mailed to the holders stockholders of the Company’s voting securities entitled to receive the same Company as promptly as reasonably practicable after (i) the tenth (10th) Information Statement has been cleared by the SEC or after 10 calendar day after days have passed since the initial date of filing of the preliminary Information Statement with the Commission if by such date SEC without notice from the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing SEC of the initial preliminary Information Statement with the Commission, informed the Company that it intends its intent to review the Information Statement. Each of Parent, within one (1) Business Day after Merger Sub and the date on which the Commission confirms that Company agree to correct any information provided by it has no further comments on for use in the Information StatementStatement which will have become false or misleading. The Company shall will as soon as reasonably practicable notify the Buyer promptly Parent and Merger Sub of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing SEC with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements respect to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made request by the Buyer or its counsel that are provided in a timely manner. If at SEC for any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Information Statement so that such document would not include any misstatement or for additional information and will provide Parent with copies 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, all correspondence between the Company shall prepare and file its representatives, on the one hand, and the SEC, on the other hand. Parent will be given a reasonable opportunity to participate in the response to any SEC comments and to provide comments on any response (to which reasonable and good faith consideration will be given), including by participating in any discussions or meetings with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable and, to the extent required by law, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled theretoSEC.

Information Statement. As The Company shall use commercially reasonable efforts to file the Preliminary Information Statement with the SEC as promptly as possiblepracticable after the date hereof. The Company shall use commercially reasonable efforts to cause the Definitive Information Statement to be filed with the SEC and mailed to the Company’s stockholders as promptly as practicable after receipt of a no review decision or any comments from the staff of the SEC on the Preliminary Information Statement. No filing of, but in any event no later than September 14, 2022or amendment or supplement to, the Company shall file with Preliminary Information Statement or the Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, Definitive Information Statement will be made by the Company shall provide Buyer and its counsel without providing MSK a reasonable opportunity to review and comment on the preliminary Information Statement reasonably and shall consider in good faith for inclusion in thereon, except to the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission extent doing so would not permit compliance with applicable law with respect thereto. If any information relating to the preliminary Information Statement and to cause the Information Statement in definitive form to Company, or any of its Affiliates, directors or officers, should be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (i) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement with the Commission if discovered by such date the Commission has not informed the Company that it intends which is required to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Definitive Information Statement Statement, 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 Company shall prepare promptly notify MSK and file an appropriate amendment or supplement describing such information shall be promptly filed with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its counsel as promptly as practicable SEC and, to the extent required by applicable law, cause such amendment or supplement to be disseminated to the Company’s stockholders. The Company shall promptly notify MSK of the receipt of any and all 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 Preliminary Information Statement or the Definitive Information Statement for additional information and shall supply MSK with copies of all correspondence between the Company 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 Preliminary Information Statement or the Definitive Information Statement. The Company shall use commercially reasonable efforts to respond to any and all comments from the SEC or the staff of the SEC and to any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, as promptly as practicable. Any response to the SEC and any amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement shall be subject to the approval of MSK, which approval shall not be unreasonably withheld or delayed. The issuance of the Underlying Shares shall be limited to 1,850,283 shares of Common Stock (the “Exchange Cap”, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) until the expiration of the twenty (20) calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the Company’s voting securities entitled theretorecord date in accordance with Rule 14c-2(b) of the Exchange Act. In the event that any Purchaser shall sell or otherwise transfer any of its Notes or Warrants, the transferee shall be allocated a pro rata portion of the Exchange Cap, and the restrictions herein shall apply to such transferee with respect to the portion of the Exchange Cap allocated to such transferee.