Preparation of Disclosure and Solicitation Materials. As promptly as ---------------------------------------------------- practicable after the execution of this Agreement, Company will promptly submit to its stockholders, information and documents relating to Company, its business or operations, Expedia, its business or operations, the terms of the Merger and this Agreement, and the material facts concerning all payments which in the absence of shareholder approval would be "Parachute Payments" as defined in Section 280G(b)(2) of the Code, in form and substance satisfactory to Expedia and its counsel, to satisfy all requirements of applicable state and federal securities laws, the DGCL and, to the extent within the power of the Company, Section 280G(b)(5)(B) of the Code and the regulations thereunder. Company will not provide or publish to its stockholders any material concerning it or its affiliates that violates the DGCL, the 1933 Act or the 1934 Act with respect to the transactions contemplated hereby.
Preparation of Disclosure and Solicitation Materials. As promptly as ---------------------------------------------------- practicable after the execution of this Agreement, Company will promptly submit to its stockholders, information and documents relating to Company, its business or operations, Parent, its business or operations, the terms of the Merger and this Agreement. Company will not provide or publish to its stockholders any material concerning it or its affiliates that violates the DGCL, the 1933 Act or the 1934 Act with respect to the transactions contemplated hereby.
Preparation of Disclosure and Solicitation Materials. As promptly as practicable after the execution of this Agreement, Calogic will promptly submit to its stockholders, information and documents relating to Calogic, its business or operations, Parent, its business or operations, the terms of the Merger and this Agreement as reasonably agreed by counsel to Parent and Calogic and intended to comply in all material respects with Regulation D under the Securities Act and the material facts concerning all payments which in the absence of stockholder approval would be "Parachute Payments" as defined in Code Section 280G(b)(2), in form and substance satisfactory to Parent and its counsel, to satisfy all requirements applicable to Calogic of applicable state and federal securities laws, the CGCL and Code Section 280G(b)(5)(B) and the regulations thereunder. Calogic will promptly set a record date, give notice of a special meeting, solicit consents and/or give notices to holders of Dissenting Shares so as to facilitate the Closing of the Merger as of the earliest practicable date.
Preparation of Disclosure and Solicitation Materials. As promptly as practicable after the execution of this Agreement, Mentorix will promptly submit to its shareholders, information and documents relating to Mentorix, its business or operations, Parent, its business or operations, the terms of the Merger and this Agreement as reasonably agreed by counsel to Parent and Mentorix, to satisfy all requirements applicable to Mentorix of applicable state and federal securities laws and the CGCL. Mentorix will promptly set a record date, give notice of a special meeting, solicit consents and/or give notices to holders of Dissenting Shares so as to facilitate the Closing of the Merger as of the earliest practicable date.
Preparation of Disclosure and Solicitation Materials. As promptly as ---------------------------------------------------- practicable after the execution of this Agreement, Alacrity will promptly submit to its shareholders, information and documents relating to Alacrity, its business or operations, TranSwitch, its business or operations, the terms of the Merger and this Agreement as reasonably agreed by counsel to TranSwitch and Alacrity and intended to comply in all material respects with Regulation D under the Securities Act and the material facts concerning all payments which in the absence of shareholder approval would be "Parachute Payments" as defined in Code Section 280G(b)(2), in form and substance satisfactory to TranSwitch and its counsel, to satisfy all requirements applicable to Alacrity of applicable state and federal securities laws, the California GCL and Code Section 280G(b)(5)(B) and the regulations thereunder. Alacrity will promptly set a record date, give notice of a special meeting, solicit consents and/or give notices to holders of Dissenting Shares so as to facilitate the Closing of the Merger as of the earliest practicable date.
Preparation of Disclosure and Solicitation Materials. As promptly as practicable after the execution of this Agreement, DA will promptly submit to its stockholders, information and documents relating to DA, its business or operations, Delano, its business or operations, the terms of the Merger and this Agreement as reasonably agreed by counsel to Delano and DA and intended to comply in all material respects with Regulation D under the Securities Act and the material facts concerning all payments which in the absence of stockholder approval would be "Parachute Payments" as defined in Code Section 280G(b)(2), in form and substance satisfactory to Delano and its counsel, to satisfy all requirements applicable to DA of applicable state and federal securities laws, the Kansas GCC and Code Section 280G(b)(5)(B) and the regulations thereunder. DA will promptly set a record date, give notice of a special meeting, solicit consents and/or give notices to holders of Dissenting Shares so as to facilitate the Closing of the Merger as of the earliest practicable date.
Preparation of Disclosure and Solicitation Materials. As promptly as practicable after the execution of this Agreement, the Company will submit to its shareholders, information and documents relating to the Company, its business and operations, Parent, its business and operations, the terms of the Merger and this Agreement as reasonably agreed by counsel to Parent and the Company and intended to comply in all material respects with Regulation D under the Securities Act, in form and substance satisfactory to Parent and its counsel. Parent shall have the right to review and approve in advance any such documents or notices proposed to be delivered to any Company shareholder (all of which shall be in English) hereunder, which review and approval shall not be unreasonably withheld or delayed by Parent.
Preparation of Disclosure and Solicitation Materials. Adaytum will set a record date as soon as practicable, give notice of a special meeting, solicit consents and/or give notices to holders of Dissenting Shares so as to facilitate the Closing of the Merger, submit to its stockholders a copy of this Agreement and such other information and documents as are required pursuant to the DGCL.
Preparation of Disclosure and Solicitation Materials. As promptly ---------------------------------------------------- as practicable after the execution of this Agreement, Onex will submit to its stockholders, information and documents relating to Onex, its business and operations, TranSwitch, its business and operations, the terms of the Merger and this Agreement as reasonably agreed by counsel to TranSwitch and Onex and intended to comply in all material respects with Regulation D under the Securities Act and the material facts concerning all payments which in the absence of stockholder approval would be "parachute payments" as defined in Code ------------------ Section 280G(b)(2), in form and substance satisfactory to TranSwitch and its counsel, to satisfy all requirements applicable to Onex of applicable state and federal securities laws, the Delaware GCL and Code Section 280G(b)(5)(B) and the regulations thereunder. Onex will promptly set a record date, solicit consents and/or give notices to holders of Dissenting Shares so as to facilitate the Closing of the Merger as of the earliest practicable date and Onex shall cause each stockholder of Onex to (a) become party to an Investment Agreement (as defined herein), an Escrow Agreement (as defined herein), a Voting Agreement, and a Registration Rights Agreement (as defined herein) by executing such documents and instruments as shall be requested by TranSwitch, and (b) execute a written consent to the Merger and/or a waiver by such stockholder of such stockholder's right to elect to receive payment in accordance with dissenter's rights under the Delaware GCL. TranSwitch shall have the right to review and approve in advance any such documents or notices proposed to be delivered to any Onex stockholder hereunder, which review and approval shall not be unreasonably withheld or delayed by TranSwitch.
Preparation of Disclosure and Solicitation Materials. Excell will ---------------------------------------------------- promptly submit the Information Statement to its stockholders. Excell will promptly set a record date, give notice of a special meeting, solicit consents and/or give notices to holders of Dissenting Shares so as to facilitate the Closing of the Merger as of the earliest practicable date.
