Common use of Information Statement Clause in Contracts

Information Statement. (a) In the event the American Stockholders Meeting is not required because Mergeparty shall have delivered to American valid written consents of stockholders constituting the Required Vote, then American shall prepare and file with the Commission as soon as is reasonably practicable after the date hereof an information statement (the "Information Statement") complying with applicable rules and regulations of the Commission and the DCL. Mergeparty and American shall promptly furnish to the other all information, and take such other actions, as may reasonably be requested in connection with any action taken to comply with the provisions of this Section 6.6. (b) Each of American and Mergeparty shall correct promptly any information provided by it to be used specifically in the Information Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the Commission and have cleared by the Commission any amendment or supplement to the Information Statement so as to correct such Information Statement and cause it to be disseminated to the stockholders of American, to the extent required by Applicable Law. Without limiting the generality of the foregoing, American shall notify Mergeparty promptly of the receipt of the comments of the Commission and of any request by the Commission for amendments or supplements to the Information Statement, or for additional information, and shall supply Mergeparty with copies of all correspondence between it or its representatives, on the one hand, and the Commission or members of its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which should be described in an amendment or a supplement to the Information Statement, American shall, upon learning of such event, promptly prepare, file and clear with the Commission and mail to the stockholders of American such amendment or supplement; provided, however, that, prior to such mailing, (i) American shall consult with Mergeparty with respect to such amendment or supplement, (ii) shall afford Mergeparty reasonable opportunity to comment thereon, and (iii) each such amendment or supplement shall be reasonably satisfactory to Mergeparty. (c) In the event American shall be required to call the American Stockholders Meeting pursuant to Section 6.5 hereof, all references to the Information Statement in this Agreement shall be deemed to be references to the Proxy Statement.

Information Statement. (a) In the event the American Stockholders Meeting is not required because Mergeparty shall have delivered to American valid written consents of stockholders constituting the Required Vote, then American shall prepare and file with the Commission as As soon as is reasonably practicable after the date hereof an information statement hereof, (i) Transferor will prepare the "Information Statement") complying with applicable rules , which shall be satisfactory in form and regulations of the Commission and the DCL. Mergeparty and American shall promptly furnish substance to the other all informationAcquirer, and take such other actionsdisseminate the Information Statement to Transferor’s equityholders, as may reasonably be requested and (ii) Transferor will make, or will assist Acquirer in making, all necessary state securities laws or “blue sky” filings which are required in connection with any action taken the Consideration Distribution. Acquirer shall be responsible for providing the Acquirer Information to comply with the provisions of this Section 6.6Transferor. (b) Subject to Acquirer’s review and approval, Transferor will cause the Information Statement, at the time it is disseminated to Transferor’s equityholders, to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act; provided, however, that Transferor shall have no responsibility with respect to the accuracy or completeness of the Acquirer Information. (c) Each of American Acquirer, solely with respect to the Acquirer Information, and Mergeparty shall correct promptly any Transferor, with respect to all other information provided by it to be used specifically in the Information Statement, agrees that it will use its Commercially Reasonable Efforts to ensure that the Information Statement that shall have become false (at the time it is disseminated to Transferor’s equityholders and on the Closing Date) will not contain an untrue statement of a material fact or misleading in any omit to state a material respect and shall take all steps fact required to be stated therein or necessary to file make the statements therein not misleading. If, at any time prior to the Closing Date, any event with respect to Transferor or Acquirer, or with respect to information included in the Commission Information Statement, occurs and have cleared by the Commission any such event is required to be described in an amendment or supplement to the Information Statement so as to correct Statement, Transferor or Acquirer will promptly notify the other party of such Information Statement occurrence and cause it to be disseminated to will prepare (with the stockholders of American, to the extent required by Applicable Law. Without limiting the generality cooperation of the foregoing, American shall notify Mergeparty promptly of the receipt of the comments of the Commission and of any request by the Commission for amendments or supplements to the Information Statement, or for additional information, and shall supply Mergeparty with copies of all correspondence between it or its representatives, on the one hand, and the Commission or members of its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which should be described in an amendment or a supplement to the Information Statement, American shall, upon learning of such event, promptly prepare, file and clear with the Commission and mail to the stockholders of American such amendment or supplement; provided, however, that, prior to such mailing, (iparty) American shall consult with Mergeparty with respect to such amendment or supplement, (ii) shall afford Mergeparty reasonable opportunity to comment thereon, and (iii) each such amendment or supplement shall be reasonably satisfactory and disseminate such amendment or supplement to MergepartyTransferor’s equityholders. (cd) In the event American shall be required to call the American Stockholders Meeting pursuant to Section 6.5 hereof, all references to Neither the Information Statement in this Agreement shall nor any amendment or supplement thereto will be deemed disseminated to be references to Transferor’s equityholders without the Proxy Statementapproval of both Transferor and Acquirer.

Information Statement. (a) In the event the American Stockholders Meeting is not required because Mergeparty shall have delivered to American valid written consents of stockholders constituting the Required Vote, then American shall prepare The Purchaser previously prepared and file filed with the Commission as soon as is reasonably practicable after the date hereof an SEC a definitive written information statement of the type contemplated by Rule 14c-2 of the Exchange Act on November 7, 2022, containing the information specified in Schedule 14C under the Exchange Act concerning the Requisite Purchaser Consent, the Merger and the transactions contemplated by the Original Agreement (the "“Information Statement") complying with applicable rules and regulations ”). No filing of the Commission and the DCL. Mergeparty and American shall promptly furnish to the other all information, and take such other actions, as may reasonably be requested in connection with any action taken to comply with the provisions of this Section 6.6. (b) Each of American and Mergeparty shall correct promptly any information provided by it to be used specifically in the Information Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the Commission and have cleared by the Commission any amendment or supplement to the Information Statement so will be made by the Purchaser without first providing the Company a reasonable opportunity to review and comment thereon, and the Purchaser shall include all reasonable additions, deletions and changes suggested by the Company in connection therewith. The Purchaser shall as promptly as reasonably practicable notify the Company of the receipt of any comments from the SEC or its staff with respect to correct such the Information Statement or any amendment or supplement thereto and cause it of any requests the SEC or its staff for any amendment or supplement thereto or for additional information and shall provide to the Company, as promptly as reasonably practicable, copies of all written correspondence between the Purchaser or any of its Representatives and the SEC with respect to the Information Statement (or any amendment or supplement thereto). If any comments are received from the staff of the SEC with respect to the Information Statement (or any amendment or supplement thereto), the Purchaser shall respond as promptly as reasonably practicable to such comments. Each of the Purchaser and the Company shall furnish all information concerning such Person to the other as may be required to be disseminated included in the preparation, filing and distribution of any amendment or supplement to the Information Statement or as may be reasonably required to respond to any comment of the SEC. (b) Each of the Purchaser and the Company shall use its respective reasonable best efforts to cause any amendment or supplement to the Information Statement to be (i) filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act and (ii) mailed to the stockholders of Americanthe Purchaser, in each case, as promptly as reasonably practicable after, and in any event within two (2) days after, the latest of (A) confirmation from the SEC that it has no further comments on such amendment or supplement to the extent required by Applicable LawInformation Statement, (B) confirmation from the SEC that such amendment or supplement to the Information Statement is otherwise not to be reviewed or (C) expiration of the 10-day period after filing in the event the SEC does not review such amendment or supplement to the Information Statement. Without limiting the generality of the foregoing, American the Purchaser agrees that its obligations pursuant to this Section 6.13(b) shall notify Mergeparty promptly of not be affected by the receipt of commencement, public proposal, public disclosure or communication to the comments of the Commission and Purchaser or any other Person of any request by the Commission for amendments or supplements to the Information Statement, or for additional information, and shall supply Mergeparty with copies of all correspondence between it or its representatives, on the one hand, and the Commission or members of its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which should be described in an amendment or a supplement to the Information Statement, American shall, upon learning of such event, promptly prepare, file and clear with the Commission and mail to the stockholders of American such amendment or supplement; provided, however, that, prior to such mailing, (i) American shall consult with Mergeparty with respect to such amendment or supplement, (ii) shall afford Mergeparty reasonable opportunity to comment thereon, and (iii) each such amendment or supplement shall be reasonably satisfactory to MergepartyAcquisition Proposal. (c) In the event American shall be required to call the American Stockholders Meeting pursuant to Section 6.5 hereof, all references to the Information Statement in this Agreement shall be deemed to be references to the Proxy Statement.

Information Statement. As soon as practicable (aand in any event within 10 days) In after the event execution of this Agreement, the American Stockholders Meeting is not required because Mergeparty Company shall have distribute to the Shareholders, in forms approved in advance by Parent, an information statement and other appropriate documents (such information statement and other documents, including any amendments or supplements thereto, in each case in the form or forms mailed or delivered to American valid Shareholders, collectively, the “Information Statement”) in connection with the obtaining of: (i) written consents of stockholders constituting the Required VoteShareholders in favor of the adoption and approval of this Agreement, then American shall prepare the other Transaction Agreements and file the transactions contemplated hereby and thereby (including the Merger and the Spinoff); (ii) waivers by the Shareholders of their dissenter’s rights in connection with the Commission Merger; and (iii) written consents of the Shareholders to approve or disapprove, under Section 280G(b)(5)(A)(ii) of the Code, any compensation, benefit or amounts that may be deemed to result in an “excess parachute payment” (within the meaning of Section 280G(c) of the Code) to each person who is a “disqualified individual” with respect to the Company, within the meaning of Section 280G(c) of the Code, such that such compensation, benefit or amounts will not be payable or otherwise inure to the benefit of such person in a manner that will result in such amount being treated as soon as is reasonably practicable after such an “excess parachute payment.” Parent and the date hereof an information statement (Company shall each use its commercially reasonable efforts to cause the "Information Statement") complying Statement to comply in all material respects with applicable rules federal and regulations state securities laws and other applicable legal requirements. Each of the Commission Parent and the DCL. Mergeparty Company agrees to, and American the Company shall cause its subsidiaries to, provide promptly furnish to the other all informationsuch information concerning its business and financial statements and affairs as, and take such other actionsin the reasonable judgment of the providing party or its counsel, as may reasonably be requested in connection with any action taken to comply with the provisions of this Section 6.6. (b) Each of American and Mergeparty shall correct promptly any information provided by it to be used specifically required or appropriate for inclusion in the Information Statement that shall have become false Statement, or misleading in any material respect amendments or supplements thereto, and shall take all steps necessary to file cause its counsel and auditors to cooperate with the Commission other’s counsel and have cleared by auditors in the Commission any amendment or supplement to preparation of the Information Statement so as to correct such Information Statement and cause it to be disseminated to the stockholders of American, to the extent required by Applicable LawStatement. Without limiting the generality of the foregoing, American the Company agrees to, and the Company shall cause its subsidiaries to include in the Information Statement a summary of the terms of the transactions contemplated by this Agreement and the other Transaction Agreements (including the Merger and the Spinoff), the valuation of the Transferred Assets and the owners of Nvelo. The Company will promptly advise Parent and Parent will promptly advise the Company in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading with respect to any material fact or comply with applicable law. The Information Statement shall (A) contain the unanimous recommendation of the Company Board that the Shareholders adopt and approve this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (including the Merger and the Spinoff) and the determination of the Company Board that the terms and conditions of the Merger and the Spinoff are advisable, and in the best interests of the Shareholders; (B) notify Mergeparty promptly the Shareholders of the receipt by the Company of the comments votes or written consents of holders of Shares of Company Common Stock sufficient to adopt and approve the matters specified in clause (A) above; and (C) notify the shareholders of their appraisal rights under Chapter 13 of the Commission and of any request by the Commission for amendments or supplements CGCL. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement, or for additional information, and shall supply Mergeparty with copies of all correspondence between it or its representatives, on the one hand, and the Commission or members of its staff, on the other hand, Statement any information with respect to Parent or its affiliates or associates, the Information Statementform and content of which information shall not have been approved in writing (including by email) by Parent prior to such inclusion. Whenever any event occurs which should is required to be described set forth in an amendment or a supplement to the Information Statement, American shallthe Company or Parent, upon learning as the case may be, will promptly inform the other of such event, promptly prepare, file occurrence and clear with the Commission cooperate in preparing and mail mailing to the stockholders of American Shareholders such amendment or supplement; provided, however, that, prior to such mailing, (i) American shall consult with Mergeparty with respect to such amendment or supplement, (ii) shall afford Mergeparty reasonable opportunity to comment thereon, and (iii) each such amendment or supplement shall be reasonably satisfactory to Mergeparty. (c) In the event American shall be required to call the American Stockholders Meeting pursuant to Section 6.5 hereof, all references to the Information Statement in this Agreement shall be deemed to be references to the Proxy Statement.

Information Statement. (ai) In RCGI shall (A) as promptly as reasonably practicable after the event the American Stockholders Meeting is not required because Mergeparty shall have delivered to American valid written consents date of stockholders constituting the Required Votethis Agreement, then American shall prepare and file with the Commission SEC the Information Statement, (B) respond as soon promptly as is reasonably practicable to any comments received from the SEC with respect thereto and provide copies of such comments to the Buyer promptly upon receipt, (C) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (D) use its reasonable best efforts to have cleared by the SEC the Information Statement and all other customary materials relating thereto, (E) cause the Information Statement and all required amendments and supplements thereto to be mailed to the holders of RCGI Common Shares entitled to receipt thereof as promptly as reasonably practicable after the date hereof an information statement later of (I) the "tenth (10th) day after the filing of the preliminary Information Statement with the SEC or (II) the second Business Day after RCGI is notified by the SEC that (1) it will not be reviewing the Information Statement or (2) that it has no further comments on the preliminary Information Statement", (F) complying to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to RCGI's stockholders any supplement or amendment to the Information Statement if any event shall occur which requires such action at any time prior to the Exchange Closing Date, and (G) otherwise use its reasonable best efforts to comply with all requirements of Law applicable rules and regulations of to the Commission Information Statement and the DCLtransactions contemplated hereby. Mergeparty and American The Buyer shall promptly furnish to the other all information, and take such other actions, as may reasonably be requested cooperate with RCGI in connection with any action taken to comply the preparation and filing of the Information Statement, including promptly furnishing RCGI upon request with the provisions of this Section 6.6. (b) Each of American and Mergeparty shall correct promptly any information provided by it with respect to the Buyer as may be required to be used specifically set forth in the Information Statement that shall have become false under the 1934 Act. RCGI will provide to the Buyer and its counsel the reasonable opportunity to review and comment upon the Information Statement, or misleading in any material respect and shall take all steps necessary amendments or supplements thereto, prior to file filing the same with the Commission and have cleared SEC. If, at any time prior to the Exchange Closing Date, any information relating to RCGI, the Subsidiaries or any of their respective Affiliates should be discovered by the Commission any RCGI which should be set forth in an amendment or supplement to the Information Statement Statement, so that the Information Statement, as applicable, shall not contain any untrue statement of a material fact or omit to correct such Information Statement and cause it state any material fact required to be disseminated stated therein or necessary in order to make the stockholders statements therein, in light of Americanthe circumstances under which they are made, not misleading, RCGI shall promptly notify the Buyer and, to the extent required by Applicable applicable Law. Without limiting the generality , RCGI shall disseminate an appropriate amendment thereof or supplement thereto describing such information to RCGI's stockholders. (ii) RCGI represents, warrants and covenants that (A) none of the foregoinginformation included or incorporated by reference in the Information Statement or any other document filed with the SEC in connection with the transactions contemplated by this Agreement (the "Other Filings") shall, American shall notify Mergeparty promptly in the case of the receipt of the comments of the Commission and of any request by the Commission for amendments or supplements to the Information Statement, at the date it is first mailed to RCGI's stockholders or for additional information, and shall supply Mergeparty with copies of all correspondence between it or its representatives, on the one handExchange Closing Date or at the time of any amendment or supplement thereof, and or, in the Commission case of any Other Filing, at the date it is first mailed to RCGI's stockholders or members at the date it is first filed with the SEC, contain any untrue statement of its staffa material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, on in light of the other handcircumstances under which they are made, not misleading, except that no representation, warranty or covenant is made by RCGI with respect to statements made therein with respect to the Buyer based on information supplied by the Buyer in writing to RCGI in connection with the preparation of the Information Statement. Whenever any event occurs which should be described Statement or the Other Filings expressly for inclusion therein and (B) the Information Statement shall comply as to form in an amendment all material respects with the applicable requirements of the 1934 Act. (iii) The Buyer represents, warrants and covenants that none of the information supplied by the Buyer in writing to RCGI expressly for inclusion in the Information Statement or a supplement to the Other Filings will, in the case of the Information Statement, American shall, upon learning at the date it is first mailed to RCGI's stockholders or on the Exchange Closing Date or at the time of such event, promptly prepare, file and clear with the Commission and mail to the stockholders of American such amendment or supplement; provided, however, that, prior to such mailing, (i) American shall consult with Mergeparty with respect to such amendment or supplement, (ii) shall afford Mergeparty reasonable opportunity to comment thereon, and (iii) each such any amendment or supplement shall be reasonably satisfactory thereof, or, in the case of any Other Filing, at the date it is first mailed to Mergeparty. (c) In RCGI's stockholders or at the event American shall be date it is first filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to call be stated therein or necessary in order to make the American Stockholders Meeting pursuant to Section 6.5 hereofstatements therein, all references to in light of the Information Statement in this Agreement shall be deemed to be references to the Proxy Statementcircumstances under which they are made, not misleading.

Information Statement. (a) In As promptly as reasonably practicable following the date hereof (and in any event no later than thirty (30) days after the American Stockholders Meeting is not required because Mergeparty shall have delivered to American valid written consents of stockholders constituting the Required Votedate hereof), then American Seller Guarantor shall prepare and file with the Securities and Exchange Commission (the “SEC”), an Information Statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Stockholder Consent, this Agreement and the transactions contemplated hereby and (ii) the notice of action by written consent required by Section 228 of the DGCL (as soon amended or supplemented from time to time, the “Information Statement”). Seller Guarantor shall allow the Buyer and its Representatives reasonable time to review and comment on the Information Statement (including, for the avoidance of doubt, each supplement or amendment thereto), and shall consider in good faith any reasonable comments by Buyer or its Representatives that are provided to Seller Guarantor in a timely manner, prior to the filing thereof (including, for the avoidance of doubt, each supplement or amendment thereto). Buyer and Seller Guarantor shall reasonably cooperate with one another in connection with the preparation of the Information Statement and Buyer shall furnish such information concerning Buyer as Seller Guarantor may reasonably request in connection with the preparation of the Information Statement to the extent such information is required by the Exchange Act to be set forth in the Information Statement; provided, that the Parties shall cooperate to prevent the release of any information supplied by any Party that is reasonably considered to be competitively sensitive by such Party (including through the redaction of such information from any exhibits filed with the SEC, and the submission of confidential treatment requests, to the extent necessary or appropriate to preserve the confidentiality of such information). Buyer shall cause the information relating to Buyer supplied by it for inclusion in the Information Statement, at the time of the mailing of the Information Statement or any amendments or supplements thereto not to contain any misstatement 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. Seller Guarantor shall respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC concerning the Information Statement, and to have the Information Statement cleared by the SEC as promptly as reasonably practicable after such filing. Seller Guarantor shall cause the Information Statement (in definitive form) to be sent or given to the stockholders of Seller Guarantor as promptly as reasonably practicable (and in any event within three (3) Business Days) after the earlier to occur of (i) the tenth day after the Information Statement is filed with the SEC, if the SEC has not informed Seller Guarantor that it will review the Information Statement (or informs Seller Guarantor or its Representatives that it will not review the Information Statement) and (ii) the date hereof an information statement (the "SEC informs Seller Guarantor or its Representatives that it has no further comments on the Information Statement") complying with applicable rules and regulations of the Commission and the DCL. Mergeparty and American shall promptly furnish to the other all information, and take such other actions, as may reasonably be requested in connection with any action taken to comply with the provisions of this Section 6.6. (b) Each The Seller Guarantor shall as promptly as reasonably practicable notify the Buyer of American (i) the receipt of any comments from the SEC (or its staff) and Mergeparty shall correct promptly any information provided by it all other written correspondence and oral communications with the SEC (or its staff) relating to be used specifically in the Information Statement that shall have become false or misleading in and (ii) any material respect and shall take all steps necessary to file with the Commission and have cleared request by the Commission SEC (or its staff) for any amendment or supplement to the Information Statement so as to correct such Information Statement and cause it to be disseminated to the stockholders of American, to the extent required by Applicable Law. Without limiting the generality of the foregoing, American shall notify Mergeparty promptly of the receipt of the comments of the Commission and of any request by the Commission for amendments or supplements to the Information Statement, or for additional informationinformation with respect thereto, and shall supply Mergeparty the other party hereto with copies of all material correspondence between it Seller Guarantor or any of its representativesRepresentatives, on the one hand, and the Commission SEC (or members of its staff), on the other hand, with respect to the Information Statement. Whenever any event occurs which should be described in an amendment or a supplement to the Information Statement, American shall, upon learning of such event, promptly prepare, file and clear All filings by Seller Guarantor with the Commission SEC (or its staff), responses to any comments from the SEC (or its staff) and mail all mailings to the stockholders of American such Seller Guarantor relating to the transactions contemplated hereby, including the Information Statement and any amendment or supplementsupplement thereto, shall be subject to the reasonable prior review and comment of Buyer; provided, howeverthat Seller Guarantor will no longer be required to comply with the foregoing if the Seller Guarantor Board has effected, that, prior to such mailingdirectly or indirectly, (i) American shall consult with Mergeparty with respect to such a withdrawal (qualification, amendment or supplementmodification in a manner adverse to Buyer) or public proposal to withdraw the approval, recommendation or declaration of advisability of this Agreement and the transactions contemplated hereby in accordance with Section 6.13, (ii) shall afford Mergeparty reasonable opportunity an adoption of a formal resolution to comment thereonrecommend, and adopt, approve or declare advisable or public proposal to recommend, adopt, approve or declare advisable, any Alternative Transaction Proposal in accordance with Section 6.13, or (iii) each the making of any public recommendation in connection with the Alternative Transaction Proposal that is a tender or exchange offer subject to Regulation 14D, other than a recommendation against such amendment offer or supplement shall be reasonably satisfactory a “stop, look and listen” communication by the Seller Guarantor Board to Mergeparty. (c) In the event American shall be required to call the American Stockholders Meeting Seller Guarantor’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) or shall have resolved to do so in accordance with Section 6.5 hereof, all references to the Information Statement in this Agreement shall be deemed to be references to the Proxy Statement6.13.

Information Statement. (a) In As promptly as reasonably practicable following the execution of this Agreement and after the delivery of the Acquiror Stockholder Consent (but in any event within the American Stockholders Meeting is not required because Mergeparty shall have delivered to American valid written consents later of stockholders constituting (i) 45 days after the Required Votedate of delivery of the Acquiror Stockholder Consent or (ii) 10 Business Days after the delivery of the Carve Out Financial Statements), then American Acquiror shall prepare and file or caused to be promptly filed with the Commission as soon as is reasonably practicable after the date hereof SEC in preliminary form an information statement of the type contemplated by Rule 14c-2 of the Exchange Act 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") complying with applicable rules and regulations of the Commission and the DCL”). Mergeparty and American Acquiror shall promptly furnish to the other all information, and take such other actions, as may reasonably be requested in connection with any action taken to comply with the provisions of this Section 6.6. (b) Each of American and Mergeparty shall correct promptly any information provided by it to be used specifically in the Information Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the Commission and have cleared by the Commission any amendment or supplement to the Information Statement so as to correct such Information Statement and cause it to be disseminated to the stockholders of American, to the extent required by Applicable Law. Without limiting the generality of the foregoing, American shall notify Mergeparty promptly of Company Parent upon the receipt of any comments (whether written or oral) from the comments SEC (or the staff of the Commission and of SEC) or any request by from the Commission SEC (or the staff of the SEC) for amendments or supplements to the Information Statement, or for additional information, and shall supply Mergeparty provide Company Parent with copies of all written correspondence between it or Acquiror and its representativesRepresentatives, on the one hand, and the Commission SEC (or members the staff of its staffthe SEC), on the other hand. 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 SEC (or the staff of the SEC) or requests for additional information from the SEC with respect to the Information Statement, Acquiror shall provide Company Parent a reasonable opportunity to review and 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. Whenever Neither Acquiror nor its Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Information Statement unless, to the extent reasonably practicable and legally permissible, it consults with the Company in advance and, to the extent permitted by the SEC, 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 ▇▇▇▇▇▇▇▇ nor any of its Representatives agrees to take any action with respect to the Information Statement during such telephone calls. Without limitation to 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 preparation, filing and distribution of the Information Statement. (b) Acquiror shall use its reasonable best efforts to cause the Information Statement to be filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act as promptly as practicable (and in any event occurs within ten Business Days) following the date on which the SEC (or the staff of the SEC) has, orally or in writing, confirmed that it has no further comments on the Information Statement or does not intend to review the Information Statement, which confirmations shall be deemed to occur if the SEC has not affirmatively notified Acquiror prior to the tenth calendar day after making the initial filing of the preliminary Information Statement that the SEC will or will not be reviewing the Information Statement. (c) None of the information supplied or to be supplied by or on behalf of the Company, Company Parent, Acquiror or Sub expressly for inclusion or incorporation by reference into the Information Statement will, at the date such documents (or any amendment or supplement thereto) are first mailed to the Acquiror stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation, warranty, covenant or agreement is made (i) by the Company, Company Parent, Acquiror or Sub, as applicable, with respect to the accuracy of any financial projections or forward-looking statements or (ii) by Acquiror, with respect to statements made or incorporated by reference in the Information Statement based on information derived from the Company Parent’s public SEC filings or supplied by the Company, Company Parent or any of their respective Representatives expressly for inclusion or incorporation by reference into the Information Statement. (d) If at any time prior to the Effective Time any event, circumstance or information relating to the Company, Company Parent, Acquiror or Sub or their respective Affiliates, officers or directors, is discovered by the Company, Company Parent, Acquiror or Sub, respectively, which, pursuant to the Exchange Act or the Securities Act, should be described set forth in an amendment or a supplement to the Information StatementStatement so that such document would not 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, American shallin light of the circumstances under which they are made, upon learning of not misleading, the party discovering such event, circumstance, or information shall promptly prepareinform the other parties and an appropriate amendment or supplement describing such event, file and clear circumstance or information shall be promptly filed with the Commission SEC and mail disseminated to the Acquiror stockholders of American such amendment or supplementto the extent required by Law; provided, however, that, provided that prior to such mailingfiling the Company, (i) American Company Parent, Acquiror or Sub, as the case may be, shall consult with Mergeparty the other parties with respect to such amendment or supplement, (ii) supplement and shall afford Mergeparty the other parties and their respective Representatives a reasonable opportunity to comment thereon, and (iii) each such amendment or supplement shall be reasonably satisfactory to Mergeparty. (c) In the event American shall be required to call the American Stockholders Meeting pursuant to Section 6.5 hereof, all references to the Information Statement in this Agreement shall be deemed to be references to the Proxy Statement.

Information Statement. (a) In As soon as reasonably practicable but, in any event, within eighteen (18) Business Days following the event date of this Agreement, the American Stockholders Meeting is not required because Mergeparty shall have delivered to American valid written consents of stockholders constituting the Required Vote, then American Company shall prepare and file with the Commission SEC a preliminary information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act (as soon amended or supplemented, the “Preliminary Information Statement”) relating to this Agreement and the Transactions. The Company shall (i) respond to any comments of the SEC with respect to the Preliminary Information Statement; (ii) use commercially reasonable efforts to have the SEC confirm that it has no further comments thereto; and (iii) cause a definitive Information Statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act (as is reasonably practicable amended or supplemented, the “Information Statement”), to be mailed to the holders of Shares promptly after the date hereof an information statement that the SEC confirms it has no further comments. The Company and Parent shall cooperate to: (A) respond as promptly as reasonably practicable to any comments received from the "Information Statement"SEC with respect to such filings; and (B) complying with applicable rules prepare and regulations of the Commission and the DCL. Mergeparty and American shall promptly furnish file any amendments or supplements necessary to the other all information, and take such other actions, be filed in response to any SEC comments or as may reasonably be requested in connection with any action taken to comply with the provisions of this Section 6.6required by Law. (b) Each of American Parent shall provide to the Company all information concerning Parent and Mergeparty shall correct promptly any information provided Merger Sub as may be reasonably requested by it to be used specifically the Company in connection with the Preliminary Information Statement and the Information Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file otherwise assist and cooperate with the Commission Company in the preparation of the Preliminary Information Statement and have cleared by the Commission any amendment or supplement to the Information Statement so as and resolution of comments of the SEC or its staff related thereto. Parent will cause the information relating to correct such Parent or Merger Sub supplied by it for inclusion in the Preliminary Information Statement and cause it to be disseminated to the stockholders of American, to the extent required by Applicable Law. Without limiting the generality of the foregoing, American shall notify Mergeparty promptly of the receipt of the comments of the Commission and of any request by the Commission for amendments or supplements to the Information Statement, or for additional information, and shall supply Mergeparty with copies at the time of all correspondence between it or its representatives, on the one hand, and the Commission or members mailing of its staff, on the other hand, with respect to the Information Statement. Whenever Statement or any event occurs amendments or supplements thereto, not to 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 should be described in an amendment or a supplement to the Information Statementthey were made, American shall, upon learning of such event, promptly prepare, file and clear with the Commission and mail to the stockholders of American such amendment or supplementnot misleading; provided, however, that, prior to such mailing, (i) American shall consult with Mergeparty that no representation or warranty is made by Parent or Merger Sub with respect to such amendment information supplied by the Company for inclusion or supplement, (ii) shall afford Mergeparty reasonable opportunity incorporation by reference in the Information Statement. Each of Parent and Merger Sub will furnish to comment thereon, the Company the information relating to it required by the Exchange Act to be set forth in the Preliminary Information Statement and (iii) each such amendment or supplement shall be reasonably satisfactory to Mergepartythe Information Statement promptly following request therefor from the Company. (c) In The Company will cause the event American shall be required information relating to call the American Stockholders Meeting pursuant to Section 6.5 hereofCompany and its Subsidiaries supplied by it for inclusion in the Preliminary Information Statement and the Information Statement, all references to at the time of the mailing of the Information Statement in this Agreement shall be deemed or any amendments or supplements thereto, not to contain any untrue statement of a material fact or omit to state any material fact required to be references stated therein or necessary in order to make the Proxy statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Information Statement.

Information Statement. (a) In the event the American Stockholders Meeting is not required because Mergeparty shall have delivered to American valid written consents of stockholders constituting As promptly as practicable after the Required VoteUGRO Stockholder Vote (or the Require UGRO Stockholder Consent, then American if applicable), UGRO shall prepare and file with the Commission as soon as is reasonably practicable after the date hereof SEC an information statement on Schedule 14C relating to the Required UGRO Stockholder Consent regarding the Conversion, and the Name Change (together with any amendments thereof or supplements thereto, the "“Information Statement"”). UGRO shall use its commercially reasonable efforts to (i) complying cause the Information Statement to comply with applicable rules and regulations promulgated by the SEC and the guidance of the Commission staff of the SEC and (ii) respond promptly to any comments or requests of the DCL. Mergeparty and American shall promptly furnish SEC or its staff related to the other all information, and take such other actions, as may reasonably be requested in connection with any action taken to comply with the provisions of this Section 6.6Information Statement. (b) Each of American UGRO covenants and Mergeparty shall correct promptly any information provided by it to be used specifically in agrees that the Information Statement (and the letter to stockholders included therewith) will (i) comply as to form in all material respects with the requirements of applicable U.S. federal securities laws and the DGCL, and (ii) will not 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 made therein, in light of the circumstances under which they were made, not misleading. (c) UGRO shall use commercially reasonable efforts to cause the Information Statement to be mailed to UGRO’s stockholders as promptly as practicable after the Information Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Information Statement or that its review of the Information Statement has been completed or (ii) at least ten (10) days shall have become false or misleading in any material respect and shall take all steps necessary to file passed since the Information Statement was filed with the Commission SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Information Statement, all in compliance with applicable U.S. federal securities laws and have cleared by the Commission DGCL. If UGRO, either of the Merger Subs or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Information Statement so as to correct such Information Statement and cause it to be disseminated to the stockholders of American, to the extent required by Applicable Law. Without limiting the generality of the foregoing, American shall notify Mergeparty promptly of the receipt of the comments of the Commission and of any request by the Commission for amendments or supplements to the Information Statement, or for additional informationas the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall supply Mergeparty cooperate with copies of all correspondence between it or its representatives, on the one hand, and the Commission or members of its staff, on the such other hand, with respect to the Information Statement. Whenever any event occurs which should be described Parties in an amendment or a supplement to the Information Statement, American shall, upon learning of such event, promptly prepare, file and clear with the Commission and mail to the stockholders of American such amendment or supplement; provided, however, that, prior to such mailing, (i) American shall consult with Mergeparty with respect to such amendment or supplement, (ii) shall afford Mergeparty reasonable opportunity to comment thereon, and (iii) each UGRO filing such amendment or supplement shall be reasonably satisfactory to Mergeparty. (c) In with the event American shall be required to call the American Stockholders Meeting pursuant to Section 6.5 hereofSEC and, all references if appropriate, in mailing such amendment or supplement to the Information Statement in this Agreement shall be deemed to be references to the Proxy StatementUGRO stockholders.