Common use of Information Statement Clause in Contracts

Information Statement. As soon as practicable after the date of this Agreement, the Company will prepare and file with the SEC, and the Parent and the Purchaser shall cooperate with the Company in such preparation and filing, a preliminary information statement relating to the Charter Amendment and use its reasonable best efforts to furnish the information required to be included by the SEC in the Information Statement and, after consultation with the Parent, to respond promptly to any comments made by the SEC with respect to the preliminary information statement and shall use its reasonable best efforts to cause a definitive information statement (the "Information Statement") to be mailed to the Company's stockholders as soon as practicable. The Company will notify the Parent and the Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the preliminary information statement and the Information Statement or for additional information and will supply the Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information Statement or the Merger. The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there shall occur any event that is required to be set forth in an amendment or supplement to the Information Statement, the Company will prepare and mail to its stockholders such an amendment or supplement.

Information Statement. As Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7, as soon as practicable after the date consummation of this Agreementthe Offer, the Company will shall prepare and file with the SEC, SEC the Information Statement in preliminary form as required by the Exchange Act and the Parent rules and the Purchaser regulations promulgated thereunder. The Company shall cooperate with the Company in such preparation obtain and filing, a preliminary information statement relating to the Charter Amendment and use its reasonable best efforts to furnish the information required to be included by the SEC in the Information Statement andStatement, after consultation shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the ParentSEC or its staff with respect thereto, to shall respond as promptly as practicable to any such comments made by the SEC or its staff with respect to the preliminary information statement Information Statement, and shall use its reasonable best efforts to cause a the Information Statement in definitive information statement (the "Information Statement") form to be mailed to the Company's ’s stockholders as soon promptly as practicable. The Company will notify the Parent and the Purchaser of the receipt of any comments from practicable after the SEC or its staff and advises the Company that it has no further comments on the Information Statement. Parent shall cooperate with the Company in the preparation of any request by the SEC or its staff for amendments or supplements to the preliminary information statement and the Information Statement or for additional information any amendment or supplement thereto and will supply the Parent shall be given reasonable opportunity to review and the Purchaser with copies of all correspondence between the Company or any of its representatives, comment on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information Statement or the Merger. The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement any amendment or supplement thereto prior to its being filed any filing thereof with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements or any mailing thereof to the preliminary information statement and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expiredCompany’s stockholders. If at any time prior to the effectiveness Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Charter Amendment there shall occur any event that is required to Company or Parent which should be set forth in an amendment or supplement to the Information Statement, so that the Company will prepare Information Statement shall 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, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and mail to its stockholders such an appropriate amendment or supplementsupplement describing such information shall be filed as promptly as practicable with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company.

Information Statement. As soon as practicable Promptly after the date execution and delivery of this Agreement, the Company will shall prepare and file with the SEC, and the Parent and the Purchaser shall cooperate with the Company in such preparation and filing, a preliminary SEC an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act relating to the Charter Amendment adoption of this Agreement and use its reasonable best efforts to furnish the information required to approval of the transaction contemplated hereby, including, without limitation, the Merger (together with any amendments thereof or supplements thereto, the “Information Statement”), it being understood and agreed that the preliminary Information Statement shall in no event be included by filed with the SEC in later than fourteenth (14th) calendar day following the Information Statement anddate hereof. In addition, after consultation the Company shall prepare and file with the Parent, to respond promptly to SEC any comments made by the SEC with respect to the preliminary information statement other filings as and shall use its reasonable best efforts to cause a definitive information statement (the "Information Statement") to be mailed to the Company's stockholders as soon as practicable. The Company will notify the Parent and the Purchaser of the receipt of any comments from the SEC or its staff and of any request when requested by the SEC or its staff for amendments or supplements to required by Regulation 14C (the preliminary information statement and the “Additional Materials”). The Information Statement or for additional information and will supply the Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one handshall be prepared in accordance with, and comply with, Regulation 14C and Schedule 14C promulgated under the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information Statement or the MergerExchange Act. The Company shall give the provide Parent and the Purchaser and its counsel the Merger Sub with a reasonable opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement and comment on the Information Statement and any Additional Materials and all responses to and requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, filing such with the SEC. The Company will cause Parent and Merger Sub shall promptly provide any comments on the Certificate of Amendment Information Statement and any Additional Materials and any information necessary to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at included in any time prior to the effectiveness of the Charter Amendment there shall occur any event that is required foregoing. Promptly after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of the filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to be set forth in an amendment or supplement to review the Information Statement, the Company will prepare shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared by or filed with the SEC, as the case may be, and mail a copy of the Information Statement to its stockholders such an amendment or supplementthe Company’s stockholders.

Information Statement. As soon as practicable after The Information Statement shall be filed by the Company with the Commission within ten Business Days of the date of this Agreementthe Closing and neither it nor any amendment or supplement thereto, as so filed or mailed to stockholders of the Company will prepare and file with Company, shall contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the SECstatements made therein not misleading, and the Parent and the Purchaser shall cooperate with the Company or omit to state any material fact necessary to correct any statement in such preparation and filing, a preliminary information statement relating to the Charter Amendment and use its reasonable best efforts to furnish the information required to be included by the SEC in the Information Statement and, after consultation with the Parent, to respond promptly to any comments made by the SEC earlier communication with respect to the preliminary information statement Majority Consent that has become false or misleading. In connection with the Information Statement and the Majority Consent, the Company shall use its reasonable best efforts to cause a definitive information statement (comply in all respects with Regulation 14(c) of the "Information Statement") to be mailed to Exchange Act and the Company's stockholders as soon as practicablerules and regulations thereunder. The Company will notify the Parent and the Purchaser of the receipt shall provide a copy of any written comments received from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the preliminary information statement and the Information Statement or for additional information and will supply the Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one handCommission, and the SEC or its staff, on the other handany written responses thereto, with respect to the preliminary information statement Information Statement within one Business Day of its receipt or delivery thereof, as the case may be, and shall use its best efforts to respond to such comments on, obtain Commission approval of and mail to the stockholders of the Company the Information Statement or as soon as possible following the Mergerdate hereof. The Company shall give notify the Parent and Investor in writing at least five Business Days prior to the Purchaser and its counsel date that is the opportunity to review last day of the preliminary information statement and 20-day period commencing on the mailing date of the Information Statement prior to its being filed stockholders of the Company contemplated by Rule 14c-2(b) with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity respect to review all amendments and supplements to the preliminary information statement and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed withthe Majority Consent, or sent to, which notice shall specify the SEClast day of such 20-day period. The Company will cause limitation on the Certificate increase in the number of Amendment to shares of Common Stock issuable upon the conversion into Common Stock of the Note as contained in Section 3(d) thereof (the "Conversion Share Limit") shall automatically terminate and be filed with Secretary of State no force or effect ab initio (the "Conversion Share Limit Termination") at the end of Delaware the next business 20-day after all applicable time periods period referenced above, and any such increases that would have occurred but for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there Conversion Share Limit shall occur any event that is required to be set forth in an amendment or supplement to effected for all purposes. After the Information StatementConversion Share Limit Termination, the Company will prepare and mail to its stockholders transactions contemplated by this Agreement, including the issuance of the Note without any such an amendment or supplementlimitation on the number of shares of Common Stock issuable upon conversion thereof, shall be in full compliance with the Amex Stockholder Approval Requirements.

Information Statement. As soon as practicable (and in any event within fifteen (15) Business Days) after the date execution of this Agreement, the Company will prepare and file with the SECshall distribute, and the Parent and the Purchaser shall cooperate with the Company in such preparation and filing, a preliminary information statement relating by upload to the Charter Amendment and use its reasonable best efforts to furnish secure website maintained for the information required to be included by the SEC in the Information Statement and, after consultation with the Parentbenefit of holders of Units, to respond promptly to any comments made by the SEC with respect to the preliminary its Members, as appropriate, an information statement and shall use its reasonable best efforts other appropriate documents (including a copy of this Agreement) which contain, subject to cause a definitive Section 4.2, the Company Recommendation (such information statement (the "Information Statement") to be mailed to the Company's stockholders as soon as practicable. The Company will notify the Parent and the Purchaser of the receipt of other documents, including any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements thereto, in each case in the form or forms mailed or delivered to the preliminary information statement and Members, collectively, the “Information Statement”) if required in connection with obtaining Member Proxies representing the Company Requisite Approval, which Information Statement shall comply with applicable Laws. If the Company distributes the Information Statement or for additional information and will supply the Parent and the Purchaser with copies of all correspondence between the Company or any of its representativesStatement, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information Statement or the Merger. The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there shall occur whenever any event that occurs which is required to be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as the case may be, will prepare promptly inform the other of such occurrence and mail cooperate in preparing and distributing to its stockholders the Members such an amendment or supplementsupplement (to the extent necessary or appropriate, in the good faith judgment of the Company). Each of Parent and Merger Sub shall use its reasonable best efforts to cooperate with the Company in connection with the preparation and distribution of the Information Statement, including furnishing as promptly as reasonably practicable to the Company any and all information relating to it as the Company may reasonably request. The Company shall deliver to the Members a notice of the Record Date for acting by written consent and any other notices in connection with the Intermediate Merger and the Merger as required by the Operating Agreement. Parent agrees that on the Record Date, it will, pursuant to the Member Proxies, consent in writing to approve this Agreement and the transactions contemplated hereby.

Information Statement. As soon as practicable after the date execution of this Agreement, the Company will prepare and file the LLC shall prepare, with the SECcooperation of the Buyer, the Information Statement for the holders of Shares to approve this Agreement and the transactions contemplated hereby and for the holders of Units to consummate the Exchange. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Buyer Ordinary Shares to be received by the holders of Shares and Units. The Buyer, the LLC and the Company shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable Legal Requirements. Each of the Company, the LLC and Buyer agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. The Company and the LLC will promptly advise the Buyer, and the Parent Buyer will promptly advise the Company and the Purchaser shall cooperate with the Company LLC, in such preparation and filing, a preliminary information statement relating to the Charter Amendment and use its reasonable best efforts to furnish the information required to be included by the SEC in the Information Statement and, after consultation with the Parent, to respond promptly to any comments made by the SEC with respect to the preliminary information statement and shall use its reasonable best efforts to cause a definitive information statement (the "Information Statement") to be mailed to the Company's stockholders as soon as practicable. The Company will notify the Parent and the Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the preliminary information statement and the Information Statement or for additional information and will supply the Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information Statement or the Merger. The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If writing if at any time prior to the effectiveness Effective Time either 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 or to comply with applicable law. The Information Statement shall contain the recommendation of the Charter Amendment there shall occur any event Company's and the LLC's Board of Directors and Board of Managers that is required to be set forth in an amendment or supplement the holders of Shares approve the Merger and this Agreement and the conclusion of the Company's and LLC's Board of Directors and Board of Managers that the terms and conditions of the Merger and Exchange are advisable and fair and reasonable to the holders of Shares and Units. The Company and the LLC shall not include in the Information StatementStatement any information with respect to the Buyer or its affiliates or associates, the Company will prepare form and mail content of which information shall not have been approved by the Buyer prior to its stockholders such an amendment or supplementinclusion.

Information Statement. As soon as reasonably practicable after following the date of this Agreement, the Company will prepare and file with the SEC, SEC an information statement to be sent to the Company’s stockholders related to the Merger and this Agreement (the “Information Statement”). Parent and the Purchaser shall Merger Sub will cooperate with the Company in the preparation of the Information Statement. The Company will promptly furnish the preliminary Information Statement and the definitive Information Statement, and any amendments or supplements thereto, to Parent and give Parent and its legal counsel a reasonable opportunity to review and comment on such preparation preliminary Information Statement, or amendment or supplement thereto, prior to filing with the SEC, and filingthe Company will consider in good faith all comments of Parent in connection therewith. Without limiting the generality of the foregoing, a preliminary each of Parent and Merger Sub will furnish to the Company the information statement relating to it required by the Charter Amendment Exchange Act and use its reasonable best efforts to furnish the information required rules and regulations promulgated thereunder to be included by the SEC set forth in the Information Statement and, after consultation with the Parent, Statement. The Company will use its commercially reasonable efforts to respond promptly as soon as reasonably practicable to any SEC comments made by the SEC with respect to the preliminary information statement and shall Information Statement. The Company will use its commercially reasonable best efforts to cause a the definitive information statement (the "Information Statement") Statement to be mailed to the Company's stockholders of the Company as soon promptly as practicablepracticable after the Information Statement has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Information Statement which will have become false or misleading. The Company will as soon as reasonably practicable notify the Parent and the Purchaser Merger Sub of the receipt of any comments from the SEC or its staff with respect to the Information Statement and of any request by the SEC for any amendment or its staff for amendments or supplements supplement to the preliminary information statement and the Information Statement or for additional information and will supply the provide Parent and the Purchaser with copies of all correspondence between the Company or any of and its representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the preliminary information statement and the Information Statement or the Merger. The Company shall give the Parent and the Purchaser and its counsel the will be given a reasonable opportunity to review participate in the preliminary information statement response to any SEC comments and the Information Statement prior to its being filed 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 SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there shall occur any event that is required to be set forth in an amendment or supplement to the Information Statement, the Company will prepare and mail to its stockholders such an amendment or supplement.

Information Statement. As soon as practicable Promptly after the date execution of this Agreement, the Company will shall prepare the Information Statement and shall file the same with the SECCommission as soon as reasonably practicable, but in no event later than ten (10) Business Days after the Closing Date. The Information Statement shall constitute an information circular informing the stockholders of the Company of receipt of the Shareholder Approval. Other than with respect to any information provided by or on behalf of any Investor, the Company will cause the Information Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Parent Exchange Act and the Purchaser rules and regulations thereunder. The Company shall use commercially reasonable efforts to cause the Information Statement to be cleared by the Commission as promptly as practicable after its filing with the Commission. The Company will advise the Investors promptly after it receives oral or written notice of any request by the Commission for amendment to the Information Statement or comments thereon and responses thereto or requests by the Commission for additional information and will promptly provide each of the Investors with copies of any written communication from the Commission or any state securities commission. The Company shall use commercially reasonable efforts, after consultation with the Investors, to resolve all such requests or comments with respect to the Information Statement as promptly as practicable after receipt thereof. Each Investor shall cooperate with the Company in such the preparation and filing, a preliminary information statement relating to the Charter Amendment and use its reasonable best efforts to furnish the information required to be included by the SEC in the Information Statement and, after consultation with the Parent, to respond promptly to any comments made by the SEC with respect to the preliminary information statement and shall use its reasonable best efforts to cause a definitive information statement (the "Information Statement") to be mailed to the Company's stockholders as soon as practicable. The Company will notify the Parent and the Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the preliminary information statement and the Information Statement or for additional information and will supply the Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information Statement or the Merger. The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement and the Information Statement and all responses to requests for additional such Investor shall, upon request, furnish the Company with such information concerning it and replies to comments prior to their being filed withits Affiliates, if any, as the Company may reasonably determine is required in connection with the preparation of the Information Statement. No filing of, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there shall occur any event that is required to be set forth in an amendment or supplement to the Information Statement, Statement will be made by the Company will prepare without consulting with the Investors and mail without providing each Investor the opportunity to its review and comment thereon. The Company shall cause the Information Statement to be mailed (or otherwise electronically provided) to the stockholders of the Company as promptly as practicable (but in any event within three (3) Business Days) after it is permitted under the Exchange Act. The Company shall, promptly upon becoming aware of any information that would cause (i) any of the statements in the Information Statement to be false or misleading with respect to any material fact or (ii) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, inform each Investor and, upon consultation with such an amendment Investor, take necessary steps to correct the Information Statement. Each Investor shall, promptly upon becoming aware of any information furnished by it pursuant to the forth immediately preceding sentence that would cause (x) any of the statements in the Information Statement to be false or supplementmisleading with respect to any material fact or (y) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, inform the Company.

Information Statement. As soon as practicable after the date of this Agreement, the Company will prepare and file with the SEC, and the Parent and the Purchaser shall cooperate xxxxxx- ate with the Company in such preparation and filing, a preliminary prelimi- nary information statement relating to the Charter Amendment and use its reasonable best efforts to furnish the information required to be included by the SEC in the Information Statement and, after consultation with the Parent, to respond promptly to any comments made by the SEC with respect to the preliminary information statement and shall use its reasonable best efforts to cause a definitive information statement (the "Information Statement") to be mailed to the Company's stockholders as soon as practicable. The Company will notify the Parent and the Purchaser Purchas- er of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements supple- ments to the preliminary information statement and the Information Informa- tion Statement or for additional information and will supply the Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information Statement or the Merger. The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement state- ment and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there shall occur any event that is required to be set forth in an amendment or supplement to the Information Statement, the Company will prepare and mail to its stockholders such an amendment or supplementsupple- ment.

Information Statement. (a) As soon as practicable after following the date of this Agreement, the Company will prepare and Seller shall file with the SECSEC under the Exchange Act, and the Parent and the Purchaser shall cooperate with the Company in such preparation and filing, a preliminary information statement relating to the Charter Amendment and use its commercially reasonable best efforts to furnish the information required to be included by the SEC in the Information Statement and, after consultation with the Parent, to respond as promptly as practicable to any comments made by of the SEC with respect to, and to have cleared by the preliminary information statement and shall use its reasonable best efforts to cause a definitive SEC, an information statement (such information statement as amended or supplemented from time to time referred to as the "Information Statement") to be mailed relating to the Company's stockholders as soon as practicabletransactions contemplated by this Agreement. The Company will notify Information Statement shall comply in all material respects with the Parent Exchange Act and the Purchaser of rules and regulations thereunder. The Information Statement shall not, at the receipt of time the Information Statement (or any comments from amendment or supplement thereto), is filed in final form with the SEC or its staff and of any request by the SEC or its staff for amendments or supplements first sent to the preliminary stockholders of Seller, and at the time of the execution and delivery of the Written Consent, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statement made therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is being made by Seller with respect to any information statement and supplied to Seller in writing by Purchaser specifically for inclusion in the Information Statement. Prior to the filing or distribution of the Information Statement or for additional information and will supply the Parent and the Purchaser any other filing with copies of all correspondence between the Company any federal or any of its representativesstate agency relating hereto, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information Statement or the Merger. The Company Seller shall give the Parent and the Purchaser and its counsel the an opportunity to review and comment upon such documents. As soon as practicable, but in any event within seven (7) days after the preliminary information statement and SEC has cleared the Information Statement prior for mailing to its being filed with the SEC and stockholders, Seller shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement and mail the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there shall occur any event that is required to be set forth in an amendment or supplement to the Information Statement, the Company will prepare and mail exhibits thereto to its stockholders such an amendment or supplementstockholders, providing notice that the Written Consent has been executed and delivered that approves the transactions contemplated by this Agreement.