Common use of Information Statements Clause in Contracts

Information Statements. (a) Promptly after receipt of the Company Requisite Vote, the Company shall commence the preparation of an information statement and disclosure document and all other disclosure documents required under all applicable law (including Sections 228 and 262 of the DGCL) to be sent to its stockholders related to the Merger, this Agreement or any of the agreements contemplated hereby, together with a request for the waiver of dissenters’ rights (collectively, the “Information Statement”). The Information Statement will include a copy of the resolutions of the Special Committee and the Board approving the Merger and the transactions contemplated by this Agreement. The Company shall mail or otherwise deliver the Information Statement to its stockholders as soon as reasonably practicable (but in no event later than five (5) Business Days after receipt of the Company Requisite Vote). Any such Information Statement or other disclosure document or any other document delivered to the Stockholders in connection with this Agreement or the transactions contemplated hereby shall be delivered to Parent and Merger Sub for their review prior to distribution to the Stockholders or Option holders and shall be in a form and substance reasonably satisfactory to Parent and Merger Sub. (b) The Company shall prepare an information statement to be sent to its Option holders related to the Merger, this Agreement or any of the agreements contemplated hereby, together with a request that each such Option holder execute an Option Cancellation Agreement (the “Optionholder Information Statement”). Any such Optionholder Information Statement or other disclosure document and or any other document delivered to the Option holders of the Company in connection with this Agreement or the transactions contemplated hereby shall be delivered to Parent and Merger Sub for their review prior to distribution to the Stockholders or Option holders and shall be in a form and substance reasonably satisfactory to Parent and Merger Sub. (c) Parent and Merger Sub will use commercially reasonable efforts to cooperate with the Company in the preparation of the Information Statement and the Optionholder Information Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Information Statement or the Optionholder Information Statement which shall have become false or misleading. (d) The Company covenants that the Information Statement and the Optionholder Information Statement (and all amendments and supplements thereto) will not, at the time published, sent or given to the Company’s stockholders and Option holders, contain any untrue statement of a material fact or omit to state any fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided that financial information regarding Parent, Merger Sub or the Surviving Corporation which is supplied by Parent or Merger Sub shall not be information supplied by the Company or its Subsidiaries for purposes of this Section 6.2. The Company shall enclose a Letter of Transmittal with each Information Statement delivered pursuant to this Section 6.2 to each stockholder of the Company for the purpose of delivering to the Surviving Corporation such Person’s closing deliveries. The Company shall enclose an Option Cancellation Agreement with each Optionholder Information Statement delivered pursuant to this Section 6.2 to each Option holder of the Company for the purpose of delivering to the Surviving Corporation such Person’s closing deliveries. If at any time prior to the Closing, any event with respect to the Company shall occur which is required to be described in an amendment or a supplement to the Information Statement or the Optionholder Information Statement, the Company shall so make the appropriate disclosure to its stockholders and Option holders. The Company shall consult with Parent and Merger Sub, and obtain the prior written approval of Parent (which shall not be unreasonably withheld), with respect to the disclosures made in the Information Statement or the Optionholder Information Statement with respect to this Agreement or the transactions contemplated by this Agreement, and the Information Statement and the Optionholder Information Statement which is to be sent to the stockholders and Option holders shall be in the form approved by Parent (which approval shall not be unreasonably withheld).

Information Statements. (a) Promptly after receipt AHD and AHD GP shall comply with the Delaware Act, the AHD LPA, the Exchange Act (including Regulation 14C and Schedule 14C promulgated under the Exchange Act) and the rules and regulations of the Company Requisite VoteNew York Stock Exchange in connection with the AHD LPA Amendment and the New AHD Equity Plan Adoption, the Company shall commence the preparation of including (i) preparing and delivering an information statement (as amended or supplemented from time to time, the “Written Consent Information Statement”) to the AHD Limited Partners as required pursuant to the Exchange Act and disclosure document Section 7.7(b) and all other disclosure documents required under all applicable law (including Sections 228 and 262 ii) giving prompt notice of the DGCL) to be sent to its stockholders related to the Merger, this Agreement or any taking of the agreements contemplated herebyactions described in the Written Consent in accordance with the AHD LPA to all AHD Limited Partners other than Atlas, together with a request for any additional information required by the waiver of dissenters’ rights (collectively, the “Information Statement”). The Information Statement will include a copy of the resolutions of the Special Committee and the Board approving the Merger and the transactions contemplated by this Agreement. The Company shall mail or otherwise deliver the Information Statement to its stockholders as soon as reasonably practicable (but in no event later than five (5) Business Days after receipt of the Company Requisite Vote). Any such Information Statement or other disclosure document or any other document delivered to the Stockholders in connection with this Agreement or the transactions contemplated hereby shall be delivered to Parent and Merger Sub for their review prior to distribution to the Stockholders or Option holders and shall be in a form and substance reasonably satisfactory to Parent and Merger SubDelaware Act. (b) The Company As promptly as reasonably practicable following the date of this Agreement, AHD shall prepare an information statement and file with the SEC the Written Consent Information Statement. AHD shall use commercially reasonable efforts as promptly as practicable (and after consultation with Atlas) to respond to any comments made by the SEC with respect to the Written Consent Information Statement. AHD will use reasonable best efforts to cause the Written Consent Information Statement to be sent to its Option holders related mailed to the Merger, this Agreement AHD Limited Partners as promptly as practicable after confirmation from the SEC that it has no further comments on the Written Consent Information Statement (or any that the Written Consent Information Statement is otherwise not to be reviewed by the SEC). Atlas shall cooperate with AHD in the preparation of the agreements contemplated hereby, together with a request that each such Option holder execute an Option Cancellation Agreement (the “Optionholder Written Consent Information Statement”). Any such Optionholder Without limiting the generality of the foregoing, (i) Atlas will furnish to AHD the information relating to it and its Affiliates required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Written Consent Information Statement or other disclosure document and or any other document delivered to the Option holders of the Company that is customarily included in information statements prepared in connection with transactions of the type contemplated by this Agreement (including any required financial and other information and financial statements (audited and unaudited) regarding the Transferred Business, the Purchased Assets, the Purchased Entities and the Assumed Liabilities), and (ii) prior to the filing with the SEC, or the transactions contemplated hereby shall be delivered to Parent and Merger Sub for their review prior to distribution mailing to the Stockholders AHD Limited Partners, of the Written Consent Information Statement, AHD shall provide Atlas with a reasonable opportunity to review and comment on, and AHD shall reasonably consider all comments reasonably proposed by Atlas with respect to, the Written Consent Information Statement. AHD shall notify Atlas promptly of the receipt of any comments from the SEC or Option holders its staff and of any request by the SEC or its staff for any amendments or supplements to the Written Consent Information Statement, and AHD shall be provide Atlas with a reasonable opportunity to review and comment on any such comments or requests from the SEC or its staff and AHD shall reasonably consider all comments reasonably proposed by Atlas in a form connection with any filings with the SEC or its staff in response thereto, and substance if required, AHD shall mail to the AHD Limited Partners, as promptly as reasonably satisfactory to Parent and Merger Subpracticable, such amendment or supplement. (c) Parent The Parties will prepare and Merger Sub will use commercially reasonable efforts to cooperate mail, and file with the Company in the preparation of the Information Statement and the Optionholder Information Statement. Each of ParentSEC, Merger Sub and the Company agree to correct any information provided by it for use in the Information Statement or the Optionholder Information Statement which shall have become false or misleading. (d) The Company covenants that the Information Statement and the Optionholder Information Statement (and all amendments and supplements thereto) will not, at the time published, sent or given to the Company’s stockholders and Option holders, contain any untrue statement of a material fact or omit to state any fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided that financial information regarding Parent, Merger Sub or the Surviving Corporation which is supplied by Parent or Merger Sub shall not be information supplied by the Company or its Subsidiaries for purposes of this Section 6.2. The Company shall enclose a Letter of Transmittal with each Information Statement delivered pursuant to this Section 6.2 to each stockholder of the Company for the purpose of delivering to the Surviving Corporation such Person’s closing deliveries. The Company shall enclose an Option Cancellation Agreement with each Optionholder Information Statement delivered pursuant to this Section 6.2 to each Option holder of the Company for the purpose of delivering to the Surviving Corporation such Person’s closing deliveries. If at any time prior to the ClosingClosing Date, any event with respect to the Company shall occur which is holders of Atlas Common Stock, such documents and information concerning the AHD Distribution and such other matters as Atlas and AHD reasonably determine may be required by Law to be described in an amendment so mailed or a supplement filed, including any information statement or registration statement (and any prospectus included therein) pursuant to the Information Statement Exchange Act or the Optionholder Information StatementSecurities Act, in order to effect the Company shall so make the appropriate disclosure to its stockholders and Option holdersAHD Distribution. The Company shall consult with Parent and Merger Sub, and obtain the prior written approval of Parent (which shall not be unreasonably withheld), with respect to the disclosures made Parties will cooperate in the Information Statement preparation, mailing and filing of any such documents or the Optionholder Information Statement with respect to this Agreement or the transactions contemplated by this Agreement, and the Information Statement and the Optionholder Information Statement which is to be sent to the stockholders and Option holders shall be in the form approved by Parent (which approval shall not be unreasonably withheld)information.