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. (ai) In As promptly as reasonably practicable (but no later than 30 days) after the event No-Shop Period Start Date, 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 as soon as is reasonably practicable after the date hereof an SEC a written 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 Written Consent and the Merger, (ii) the notice of action by written consent required by Section 228(e) of the DGCL and (iii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL (as amended or supplemented from time to time, the “Information Statement") complying ”). Parent shall provide the Company with applicable rules all information concerning Parent and regulations of the Commission and the DCL. Mergeparty and American shall promptly furnish to the other all information, and take such other actions, Merger Sub as may be reasonably be requested by the Company in connection with any action taken to comply the preparation, filing and distribution of the Information Statement and shall otherwise assist and cooperate with the provisions Company in the preparation of this Section 6.6. (b) the Information Statement and the resolution of any comments thereto received from the SEC. Each of American the Company, Parent and Mergeparty Merger Sub shall promptly correct promptly any information with respect to it or provided by it to be used specifically for use in the Information Statement that shall have become false or misleading if and to the extent, 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 absence of such a correction, the Information Statement so as would contain a misstatement of a material fact or omit to correct state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall disseminate such Information Statement and cause it to be disseminated correction to the stockholders of American, to the extent required by Applicable LawCompany in an amendment or supplement. Without limiting the generality of the foregoing, American The Company shall notify Mergeparty Parent promptly of upon the receipt of any comments from the comments of the Commission SEC and of any request by the Commission SEC for amendments or supplements to the Information Statement, or for additional information, Statement and shall promptly supply Mergeparty Parent with copies of all such comments, requests and any other written correspondence between it the Company or any of its representativesRepresentatives, on the one hand, and the Commission or members of its staffSEC, on the other hand, with respect to the Information Statement. Whenever The Company shall use its reasonable efforts to respond as promptly as reasonably practicable to any event occurs which should comments received from the SEC concerning the Information Statement and to resolve such comments with the SEC and cause the Information Statement to be described filed with the SEC in an amendment or a supplement definitive form as contemplated by Rule 14c-2 under the Exchange Act, and shall use its reasonable efforts to cause the Information Statement to be disseminated to its stockholders as promptly as reasonably practicable after the first to occur of (i) confirmation from the SEC that it has no further comments on the Information Statement, American shall, upon learning (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or (iii) expiration of such event, promptly prepare, file and clear with the Commission and mail 10-day period after filing in the event the SEC does not review the Information Statement. Prior to the filing of the Information Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of American the Company, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and to comment on such document or response and the Company shall consider in good faith all comments reasonably proposed by Parent. (ii) The Company agrees that the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and that, at the time it is filed with the SEC, at the time it is first mailed to the holders of shares of Company Common Stock or at the time of any amendment or supplement; providedsupplement thereof, howeverthe Information Statement will not 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 statements therein, thatin light of the circumstances under which they are made, prior not misleading, except that no covenant is made by the Company with respect to such mailingstatements included or incorporated by reference in the Information Statement based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein. Parent agrees that none of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Information Statement will, at the time it is filed with the SEC or at the time it is first mailed to the holders of shares of Company Common Stock, 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 statements therein, in light of the circumstances under which they are made, not misleading. (iii) The Company shall use reasonable best efforts to cause the Information Statement to be (i) American shall consult filed with Mergeparty with respect to such amendment or supplement, the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act and (ii) shall afford Mergeparty reasonable opportunity mailed to comment thereonthe stockholders of the Company, in each case as promptly as practicable after, and in any event within three (iii3) each such amendment or supplement shall be reasonably satisfactory to Mergeparty. days after, the latest of (cA) In confirmation from the event American shall be required to call SEC that it has no further comments on the American Stockholders Meeting pursuant to Section 6.5 hereofInformation Statement, all references to (B) confirmation from the SEC that the Information Statement in this Agreement shall be deemed is otherwise not to be references to reviewed or (C) expiration of the Proxy ten (10) day period after filing in the event the SEC does not review 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 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 and file with the Commission as As soon as is reasonably practicable after the date hereof execution of this Agreement, Acquiror and Target shall prepare an information statement Information Statement for the stockholders of Target to approve (the "Information Statement"by vote or written consent in lieu thereof) complying with applicable rules and regulations of the Commission this Agreement, and the DCL. Mergeparty transactions contemplated hereby, and American shall promptly furnish as notice to the other all information, stockholders of Target of the Merger and take such other actions, as may reasonably their rights under Delaware Law. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Acquiror Common Stock to be requested received by the holders of Target Capital Stock in connection with any action taken the Merger. Acquiror and Target shall use their respective best efforts to cause the Information Statement to comply with the provisions of this Section 6.6. (b) applicable federal and state securities laws requirements. Each of American Acquiror and Mergeparty shall correct Target agrees to provide promptly any to the other such information provided by it to be used specifically concerning its business and financial statements and affairs as, 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 reasonable judgment of the foregoingproviding party or its counsel, American shall notify Mergeparty promptly of the receipt of the comments of the Commission and of any request by the Commission may be required or appropriate for amendments or supplements to inclusion in the Information Statement, or for additional informationin any amendments or supplements thereto, and shall supply Mergeparty to cause its counsel and auditors to cooperate with copies the other's counsel and auditors in the preparation 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 Target will promptly advise Acquiror, and Acquiror will promptly inform Target, in writing if at any event occurs which should be described in an amendment or a supplement time prior to the Effective Time either Target or Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement, American shall, upon learning 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 such event, promptly prepare, file the Board of Directors of Target that the Target stockholders approve the Merger and clear with this Agreement and the Commission conclusion of the Board of Directors that the terms and mail conditions of the Merger are fair and reasonable to the stockholders of American such amendment Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or supplement; providedits affiliates or associates, however, that, the form and content of which information shall not have been approved by Acquiror prior to such mailing, (i) American inclusion. Target shall consult cause the Information Statement to be delivered to the stockholders of Target with Mergeparty with respect any other necessary documentation to such amendment or supplement, (ii) shall afford Mergeparty reasonable opportunity be delivered 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 stockholders pursuant to Section 6.5 hereof, all references to 6.1 and Section 6.6 and shall cause the Information Statement in this Agreement shall be deemed to be references delivered to the Proxy holders of outstanding and unexercised options to purchase shares of Target Common Stock in connection with the solicitation of consents of such holders of options pursuant to Section 6.10, as soon as practicable after the preparation of the Information Statement.

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. (ai) In As promptly as reasonably practicable (but no later than 30 days) after 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 written 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 Written Consent and the Merger, (ii) the notice of action by written consent required by Section 228(e) of the DGCL and (iii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL (as soon amended or supplemented from time to time, the “Information Statement”). The Company shall provide Parent with a reasonable opportunity to review drafts of the Information Statement (and any amendment or supplement thereto) and responses to comments of the SEC with respect thereto, and any other documents related to the Information Statement and will consider in good faith any comments provided by Parent in connection with such review. Parent shall provide the Company with all information concerning Parent and Merger Sub as may be reasonably requested by the Company and is reasonably practicable after the date hereof customarily included in 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 prepared in connection with any action taken to comply this type of transaction in connection with the provisions preparation, filing and distribution of this Section 6.6. (b) the Information Statement and shall otherwise assist and cooperate with the Company in the preparation of the Information Statement and the resolution of any comments thereto received from the SEC. Each of American the Company, Parent and Mergeparty Merger Sub shall promptly correct promptly any information with respect to it or provided by it to be used specifically for use in the Information Statement that shall have become false if and to the extent, in the absence of such a correction, the Information Statement would contain a misstatement of a material fact or misleading in any omit to state a material respect and shall take all steps fact necessary to file with make the Commission statements therein, in light of the circumstances under which they were made, not misleading, and have cleared by the Commission any Company shall disseminate such correction to the Company Stockholders in an amendment or supplement and to cause such amendment or supplement to be filed with 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 LawSEC. Without limiting the generality of the foregoing, American The Company shall notify Mergeparty Parent promptly of in writing (email being sufficient) upon the receipt of any comments from the comments of the Commission SEC and of any request by the Commission SEC for amendments or supplements to the Information Statement, or for additional information, Statement and shall promptly supply Mergeparty Parent with copies of all such comments, requests and any other written correspondence between it the Company or any of its representativesRepresentatives, on the one hand, and the Commission or members of its staffSEC, on the other hand, with respect to the Information Statement. Whenever The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Information Statement and to resolve such comments with the SEC and cause the Information Statement to be filed with the SEC in definitive form as contemplated by Rule 14c-5 under the Exchange Act, and shall use its reasonable best efforts to cause the Information Statement to be disseminated in its definitive form to the Company Stockholders as promptly as reasonably practicable (and in any event occurs which should be described in an amendment or a supplement within five (5) Business Days thereof) after the first to occur of (i) confirmation from the SEC that it has no further comments on the Information Statement, American shall, upon learning (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or (iii) expiration of such event, promptly prepare, file and clear the 10-day period after filing the preliminary Information Statement in the event the SEC does not review the Information Statement. (ii) The Company agrees that the Information Statement will comply as to form in all material respects with the Commission requirements of the Exchange Act and mail that, at the time it is filed with the SEC, at the time it is first mailed to the stockholders Company Stockholders or at the time of American such any amendment or supplement; providedsupplement thereof, howeverthe Information Statement will not 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 statements therein, thatin light of the circumstances under which they are made, prior to such mailingnot misleading, (i) American shall consult with Mergeparty except that no covenant is made by the Company with respect to such amendment statements included 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 incorporated by reference in the Information Statement based on information supplied in this Agreement shall be deemed writing by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein. Parent agrees that none of the written information supplied or to be references supplied by or on behalf of Parent or Merger Sub (including by email) for inclusion or incorporation by reference in the Information Statement will, at the time it is filed with the SEC or at the time it is first mailed to the Proxy StatementCompany Stockholders, 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 statements therein, in light of the circumstances under which they are made, not misleading.

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. (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 VotePICA, then American with PRA’s assistance at PICA’s reasonable request, shall prepare and file provide to Eligible Members, in connection with the Commission as soon as is reasonably practicable after solicitation of approval of the date hereof Plan of Conversion, an information statement relating to the Plan of Conversion and the Sale, including a copy of the Plan of Conversion (the "“Information Statement"”) complying with applicable rules and regulations use commercially reasonable efforts to obtain and furnish the information required to be included by state and federal law, including 215 ILCS 5/59.1, and to obtain the approval of the Commission Director of the Division for the Information Statement. Each of PICA and PRA agrees that the DCL. Mergeparty information provided and American to be provided by PICA or PRA, as the case may be, specifically for use in the Information Statement shall promptly furnish not, with respect to the other all informationinformation supplied by such party (i) on the date upon which the Information Statement is mailed to Eligible Members, and take such other actions(ii) on the date of the public hearing before the Director in respect of the Plan of Conversion, as may reasonably if any or (iii) on the last date on which Eligible Members are entitled to vote on the Proposal, contain any untrue statement of a material fact or omit to state any material fact required to be requested stated therein or necessary in connection with any action taken order to comply make the statements therein, in light of the circumstances under which they were made, not misleading. No less than three days prior to the filing of the Information Statement with the provisions Director of this Section 6.6. (b) the Division, PICA shall provide PRA a draft of the Information Statement and an opportunity to comment on such draft; provided, however, that PICA shall have the right to accept or reject any such comments in its sole discretion. Each of American PRA and Mergeparty shall PICA agrees to correct as promptly as practicable any such 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 to take all steps necessary to file with furnish to the Commission Director and have cleared by obtain the Commission approval of the Director for any amendment or supplement to the Information Statement so as to correct such the same and to cause the Information Statement and cause it as so corrected to be disseminated to the stockholders of American, Eligible Members to the extent required by or advisable under 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. (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 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 the Required Vote, then American shall prepare and file with the Commission As promptly as soon as is reasonably practicable after the execution and delivery of this Agreement (and in any event, within 20 days after the date hereof an information statement (hereof), Parent shall prepare and cause to be filed with the "SEC, in a form mutually acceptable to the Parties, the Information Statement") complying with applicable rules . The Information Statement shall contain the notice of action by written consent required by Section 6.202 and regulations Section 6.203 of the Commission and TBOC. Parent shall ensure that the DCL. Mergeparty and American shall promptly furnish Information Statement includes the opinion of its financial advisor referred 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 6.65.28. (b) Each The Acquired Companies shall promptly furnish all data and information concerning them and their Affiliates to Parent, and provide such other assistance, as may be reasonably requested by Parent and shall otherwise reasonably assist and cooperate with Parent in the preparation, filing, and distribution of American the Information Statement and Mergeparty the resolution of any comments received from the SEC. Parent shall correct promptly cause the Information Statement to comply in all material respects as to form with the requirements of the Exchange Act, and any information provided by it other applicable Law, except that Parent shall have no such obligation with respect to be used specifically statements included in the Information Statement based on information supplied by or on behalf of the Acquired Companies for inclusion therein. Parent shall cause the definitive Information Statement (or any amendment or supplement thereto) that is filed with the SEC and at the time the definitive Information Statement is mailed to the holders of Parent Common Stock, to not (i) contain any untrue statement of a material fact or (ii) 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, except that Parent shall have become false no such obligation with respect to statements included in the Information Statement based on information supplied by or misleading in on behalf of the Acquired Companies for inclusion therein. Parent shall use its commercially reasonable efforts to resolve any material SEC comments with respect and shall take all steps necessary to file with the Commission and Information Statement as promptly as reasonably practicable after receipt thereof and, if applicable, to have the Information Statement cleared by the Commission any staff of the SEC as promptly as reasonably practicable after such filing. (c) No amendment or supplement to the Information Statement so as to correct such Information Statement and cause it to shall be disseminated made by Parent without reasonable advance notice to the stockholders of American, Acquired Companies. Parent shall promptly provide notice 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 Acquired Companies of any request by correspondence or communications with or comments from 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, SEC with respect to the Information StatementStatement and shall provide the Acquired Companies with copies of all such written comments and written correspondence. Whenever Parent shall consider in good faith any event occurs which should be described comments of the Acquired Companies prior to submitting any response letters or other correspondence to the SEC. Parent shall (i) provide the Acquired Companies with reasonable prior notice of any scheduled telephone calls between Parent or its Representatives and the SEC, and (ii) use commercially reasonable efforts to allow the Acquired Companies or its Representatives to participate in an all such telephone calls. (d) 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 respect thereto, Parent shall provide the Acquired Companies a supplement reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of the Acquired Companies. As promptly as reasonably practicable (and in any event, within five Business Days) after the Information Statement has been cleared by the SEC or promptly (and in any event, within five Business Days) after 10 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, American shall, upon learning of such event, promptly prepare, Parent shall 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 SEC the Information Statement in this Agreement shall be deemed to be references 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 mail a copy of the Information Statement to the Proxy Statementholders of Parent Common Stock of record in accordance with Sections 6.202 of the TBOC. In the event that the Information Statement is not cleared by the SEC promptly after the date of the Parent Stockholder Written Consent, Parent shall mail a preliminary notice to the holders of Parent Common Stock in order to comply with Section 6.202 of the TBOC with respect to the Parent Stockholder Written Consent (the “Preliminary Notice”). The Preliminary Notice shall contain the notice of action by written consent required by Section 6.202 of the TBOC, and shall otherwise comply in all material respects with applicable Law.

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.

Information Statement. (a) In Each Party shall cooperate with the event other Party in the American Stockholders Meeting is not required because Mergeparty shall have delivered to American valid written consents preparation of stockholders constituting the Required Votepreliminary and the definitive Information Statement, then American including all amendments or supplements thereto. Carbon shall prepare and file with the Commission SEC the preliminary Information Statement as soon promptly as is reasonably practicable after following the date hereof an of this Agreement. No filing of, or amendment or supplement to, the Information Statement will be made by Carbon without first providing the Purchaser a reasonable opportunity to review and comment on the portions expressly referencing Purchaser, and Carbon shall consider in good faith all reasonable additions, deletions and changes suggested by the Purchaser in connection therewith. If Carbon receives any comments from the SEC with respect to the preliminary Information Statement and any requests by the SEC for any amendment or supplement thereto or for additional information statement (with respect to the "preliminary Information Statement") complying with applicable rules and regulations of the Commission and the DCL, Carbon shall respond as promptly as reasonably practicable to such comments. Mergeparty and American shall promptly furnish to the other all information, and take such other actionsThe Purchaser shall, as promptly as reasonably practicable, provide Carbon with such information 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 required to be used specifically included in the Information Statement that shall or as may be reasonably required to respond to any comment of the SEC. As promptly as reasonably practicable after all comments received from the staff of the SEC have become false or misleading in any material respect and shall take all steps necessary to file with the Commission and have been cleared by the Commission SEC, Carbon shall file the definitive Information Statement with the SEC and cause such definitive Information Statement to be mailed to its stockholders of record. If at any time prior to the Closing Date, any information relating to the Purchaser or Carbon, or any of their respective Affiliates, directors or officers, is discovered by the Purchaser or Carbon that should be set forth in an amendment or supplement to the Information Statement Statement, so as to correct such that 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 were made, not misleading, the Party that discovers such information shall promptly notify the other Party, and cause it to be disseminated to Carbon shall promptly file with the stockholders of AmericanSEC an appropriate amendment or supplement describing such information and, to the extent required by Applicable Law. Without limiting the generality of the foregoingapplicable Legal Requirements, 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 disseminate such 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 MergepartyCarbon. (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.