Common use of Preparation of Information Statement Clause in Contracts

Preparation of Information Statement. As promptly as practicable after the date of this Agreement (and in no event more than five (5) Business Days after the date of this Agreement) and in compliance with applicable law and the Company’s Certificate of Incorporation and bylaws, the Company will prepare an information statement, which will be subject to Parent’s review and approval (which review and approval will not be unreasonably withheld or delayed) to provide notice and a description of the approval of this Agreement, the Merger and the Transactions by the Company’s board of directors and the Company’s stockholders and a description of the Company stockholders’ appraisal or similar rights in regard to the Merger under applicable law (the “Information Statement”). The Company will: (i) cause the Information Statement to comply with applicable law and the Company’s Certificate of Incorporation and bylaws; (ii) include in the Information Statement all changes reasonably proposed by Parent; (iii) ensure that the Information Statement will not contain, at or prior to the date of the mailing, any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made not misleading, and (iv) cause the Information Statement to be mailed to the Company’s stockholders of record as of the date of this Agreement as promptly as practicable following the date of this Agreement. Without limiting the foregoing, Parent shall provide for inclusion in the Information Statement any information reasonably required to be provided by it to the Company Stockholders in order for the issuance of Parent Shares to the Company Stockholders to comply with the requirements of the Securities Act and will ensure that such information will not contain any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein not misleading.

Preparation of Information Statement. As promptly as practicable Immediately after the date of this Agreement (and in no event more than five (5) Business Days after the date execution of this Agreement) and in compliance , Parent shall prepare, with applicable law and the cooperation of the Company’s Certificate of Incorporation and bylaws, an Information Statement for the Company will prepare an information statement, which will be subject Stockholders to Parent’s review and approval (which review and approval will not be unreasonably withheld or delayed) to provide notice and a description of the approval of approve this Agreement, the Merger and the Transactions transactions contemplated hereby and thereby. The Information Statement shall include a disclosure document for the offer and issuance of the shares of Parent Shares to be received by the Company’s board of directors Company Stockholders in the Merger. Parent and the Company’s stockholders and a description of the Company stockholders’ appraisal or similar rights in regard shall each use commercially reasonable efforts to the Merger under applicable law (the “Information Statement”). The Company will: (i) cause the Information Statement to comply with applicable law federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Information Statement. The Information Statement shall contain the recommendation of the Board of Directors of the Company that the Company Stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Company Stockholders, unless the Company’s Certificate Board of Incorporation and bylaws; (ii) include Directors shall have determined in the Information Statement all changes reasonably proposed by Parent; (iii) ensure good faith that the Information Statement will not contain, at or prior failure to do so would violate the Board of Directors’ fiduciary duties to the date of the mailing, any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances Company Stockholders under which made not misleading, and (iv) cause the Information Statement to be mailed applicable law. Anything to the Company’s stockholders of record as of contrary contained herein notwithstanding, the date of this Agreement as promptly as practicable following the date of this Agreement. Without limiting the foregoing, Parent Company shall provide for inclusion not include in the Information Statement any information reasonably required with respect to be provided Parent or its affiliates or associates, the form and content of which information shall not have been approved by it Parent prior to the Company Stockholders in order for the issuance of Parent Shares to the Company Stockholders to comply with the requirements of the Securities Act and will ensure that such information will not contain any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein not misleadinginclusion.

Preparation of Information Statement. (a) As promptly soon as practicable after the date of this Agreement (and in no event more than five (5) Business Days after the date execution of this Agreement) and in compliance with applicable law and the Company’s Certificate of Incorporation and bylaws, the Company will prepare shall prepare, with the cooperation of Parent, an information statement, Information Statement (the "Information Statement") for use in connection with the Company Stockholders Meeting (as defined in Section 6.2) at which the stockholders of the Company will be subject asked to Parent’s review and approval (which review and approval will not be unreasonably withheld or delayed) to provide notice and a description of approve the approval terms of this Agreement, the Merger and the Transactions by the Company’s board of directors transactions contemplated hereby. Parent and the Company’s stockholders and a description of the Company stockholders’ appraisal or similar rights in regard shall each use its reasonable best efforts to the Merger under applicable law (the “Information Statement”). The Company will: (i) cause the Information Statement to comply in all material respects with applicable law federal and state securities laws requirements. Each of Parent and the Company’s Certificate Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of Incorporation and bylaws; (ii) include the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. The Information Statement all changes reasonably proposed by Parent; (iii) ensure that shall not, on the date the Information Statement will not contain(or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at or prior to the date time of the mailingCompany's Stockholders Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading in any material fact and will not omit respect or omits to state any material fact necessary in order to make the statements made thereintherein not false or misleading. The Company will promptly advise Parent and Parent will promptly advise the Company, in light writing, if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of the circumstances under which made not misleading, and (iv) cause any facts that might make it necessary or appropriate to amend or supplement the Information Statement to be mailed to the Company’s stockholders of record as of the date of this Agreement as promptly as practicable following the date of this AgreementStatement. Without limiting Notwithstanding the foregoing, (i) Parent shall provide for inclusion in the Information Statement and Merger Sub make no representation or warranty with respect to any information reasonably required to be provided by it to regarding the Company Stockholders in order for the issuance of Parent Shares to and (ii) the Company Stockholders makes no representation or warranty with respect to comply with the requirements of the Securities Act and will ensure that such any information will not contain any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein not misleadingregarding Parent or Merger Sub.

Preparation of Information Statement. As promptly soon as practicable after the date of this Agreement (and in no event more than five (5) Business Days after the date of this Agreement) and in compliance with applicable law and the Company’s Certificate of Incorporation and bylaws, the Company will prepare an information statement, which will be subject to Parent’s review and approval (which review and approval will not be unreasonably withheld or delayed) to provide notice and a description of the approval execution of this Agreement, the Merger Company shall prepare, with the cooperation of Parent, an information statement and form of proxy or written consent for the Stockholders to approve this Agreement and the Transactions by Merger (such information statement, together with any amendments thereof or supplements thereto, in each case in the Company’s board of directors and the Company’s stockholders and a description of the Company stockholders’ appraisal form or similar rights in regard forms mailed or delivered to the Merger under applicable law (Stockholders, the “Information Statement”). The Information Statement shall also constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the Stockholders in the Merger. Parent and the Company will: (i) shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable law federal and state securities laws requirements. Each of Parent and the Company’s Certificate Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of Incorporation and bylaws; (ii) include the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement all changes reasonably proposed by Parent; (iii) ensure Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Information Statement. The Company 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 will not contain, at or prior to the date of the mailing, any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the circumstances under which made not misleading, Board of Directors of the Company that the Stockholders approve this Agreement and (iv) cause the Information Statement to be mailed Merger and the conclusion of the Board of Directors of the Company that the terms and conditions of the Merger are fair and reasonable to the Company’s stockholders of record as of Stockholders. Anything to the date of this Agreement as promptly as practicable following contrary contained herein notwithstanding, the date of this Agreement. Without limiting the foregoing, Parent Company shall provide for inclusion not include in the Information Statement any information reasonably required with respect to be provided Parent or its affiliates or associates, the form and content of which information shall not have been approved in writing by it Parent prior to the Company Stockholders in order for the issuance of Parent Shares to the Company Stockholders to comply with the requirements of the Securities Act and will ensure that such information will not contain any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein not misleadinginclusion.

Preparation of Information Statement. (a) As promptly as reasonably practicable after the date of this Agreement (and in no event more than five (5) Business Days after the date of this Agreement) and in compliance with applicable law and the Company’s Certificate of Incorporation and bylaws, the Company will prepare an information statementshall prepare, which will be with the cooperation of, and subject to review by, Parent’s review , the Information Statement for the shareholders of the Company to approve with respect to the approval and approval (which review adoption of this Agreement and approval will not be unreasonably withheld or delayed) to provide notice the Agreement of Merger and a description of the approval of this Agreement, the Merger and the Transactions by the Company’s board of directors other transactions contemplated hereby and thereby. Parent and the Company’s stockholders and a description of the Company stockholders’ appraisal or similar rights in regard shall each use commercially reasonable efforts to the Merger under applicable law (the “Information Statement”). The Company will: (i) cause the Information Statement to comply with the requirements of applicable law federal and state securities Laws. Each of Parent and the Company’s Certificate Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of Incorporation and bylaws; (ii) include the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement all changes reasonably proposed by Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other party’s counsel and auditors in the preparation of the Information Statement. The Company shall promptly advise Parent; (iii) ensure , and Parent shall promptly advise the Company, in writing, if at any time prior to the Effective Time either the Company or Parent, as applicable, shall obtain knowledge of any fact that might make it necessary or appropriate to amend or supplement the Information Statement will not contain, at or prior to the date of the mailing, any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein, in light contained or incorporated by reference therein not misleading or to comply with applicable Law. The Information Statement shall contain the unanimous recommendation of the circumstances under which made not misleading, and (iv) cause Board of Directors of the Information Statement to be mailed to Company that the Company’s stockholders of record as of the date of shareholders approve this Agreement as promptly as practicable following and the date Agreement of this AgreementMerger and approve the Merger and the other transactions contemplated hereby and thereby. Without limiting Anything to the foregoingcontrary contained herein notwithstanding, Parent the Company shall provide for inclusion not include in the Information Statement any information reasonably required with respect to be provided by it to Parent or its Affiliates unless the Company Stockholders in order for the issuance form and content of Parent Shares to the Company Stockholders to comply with the requirements of the Securities Act and will ensure that such information will not contain any untrue statement of a material fact and will not omit shall have been approved by Parent prior to state any material fact necessary in order to make the statements made therein not misleadingsuch inclusion.

Preparation of Information Statement. (a) As promptly soon as practicable after the date of this Agreement (and in no event more than five (5) Business Days after the date of this Agreement) and in compliance with applicable law and the Company’s Certificate of Incorporation and bylaws, the Company will prepare an information statement, which will be subject to Parent’s review and approval (which review and approval will not be unreasonably withheld or delayed) to provide notice and a description of the approval execution of this Agreement, Parent shall prepare, with the Merger cooperation of Company, an information statement (the "Information Statement") describing this Agreement and the Transactions by the Company’s board of directors transactions contemplated hereby and the Company’s stockholders and a description of the thereby. Company stockholders’ appraisal or similar rights in regard to the Merger under applicable law (the “Information Statement”)shall provide such information about Company as Parent shall reasonably request. The information supplied by Company will: (i) cause for inclusion in the Information Statement to comply with applicable law and be sent to the Company’s Certificate of Incorporation and bylaws; (ii) include in Company Shareholders shall not, on the date the Information Statement all changes reasonably proposed by Parent; (iii) ensure that the Information Statement will not contain, at or prior is first mailed to the date of Company Shareholders or at the mailingEffective Time, contain any untrue statement of a material fact and will not fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made they are made, not false or misleading, and (iv) cause the Information Statement or omit to be mailed state any material fact necessary to the Company’s stockholders of record as of the date of this Agreement as promptly as practicable following the date of this Agreementcorrect any statement in any earlier communication which has become false or misleading. Without limiting Notwithstanding the foregoing, Company makes no representation, warranty or covenant with respect to any information supplied by Parent shall provide or Merger Sub which is contained in the Information Statement. The information supplied by Parent for inclusion in the Information Statement any information reasonably required to be provided by it shall not, on the date the Information Statement is first mailed to the Company Stockholders in order for Shareholders, or at the issuance of Parent Shares to the Company Stockholders to comply with the requirements of the Securities Act and will ensure that such information will not Effective Time, contain any untrue statement of a material fact and will not fact, or omit to state any material fact necessary in order to make the statements made therein therein, in light of the circumstances under which it is made, not false or misleading or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. Notwithstanding the foregoing, Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Company which is contained in the Information Statement. The Information Statement shall comply in all material respects with applicable federal and state securities laws requirements.