Common use of Preparation of Information Statement Clause in Contracts

Preparation of Information Statement. As promptly as practicable after the execution of this Agreement, the Company shall prepare an Information Statement for the Stockholders of the Company to approve this Agreement and the transactions contemplated hereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Parent and the Company shall each use its commercially reasonable efforts to cause the Information Statement to comply with applicable 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 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 or to comply with applicable law. 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 Stockholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. As promptly soon as practicable after the execution of this Agreement, Target shall prepare, with the Company shall prepare cooperation of Acquiror, an Information Statement for the Stockholders shareholders of the Company Target to approve this Agreement Agreement, the Certificate of Merger and the transactions contemplated herebyhereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Acquiror Common Stock to be received by the holders of Company Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Parent Each of Acquiror and the Company Target shall each use its commercially reasonable best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent Acquiror and the Company Target agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. The Company Target will promptly advise ParentAcquiror, and Parent Acquiror will promptly advise the CompanyTarget, in writing if at any time prior to the Effective Time either the Company Target or Parent Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of the Company Target that the Company Stockholders Target Shareholders 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 Stockholders shareholders of Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the Companyreceipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, the Company Target shall not include in the Information Statement any information with respect to Parent Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Parent Acquiror prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As promptly soon as practicable after the execution of this Agreement, the Company Target and Acquiror shall prepare an Information Statement for the Stockholders stockholders of the Company Target to approve this Agreement Agreement, the Certificate of Merger and the transactions contemplated herebyhereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Acquiror Common Stock to be received by the holders of Company Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Parent Acquiror and the Company Target shall each use its commercially reasonable best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent Acquiror and the Company Target agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. The Company Target will promptly advise ParentAcquiror, and Parent Acquiror will promptly advise the CompanyTarget, in writing if at any time prior to the Effective Time either the Company Target or Parent Acquiror 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 35 42 by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of the Company Target that the Company Stockholders Target stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger as contained herein are fair and reasonable to the Stockholders stockholders of the CompanyTarget. Anything to the contrary contained herein notwithstanding, the Company Target shall not include in the Information Statement any information with respect to Parent Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Parent Acquiror prior to such inclusion.

Preparation of Information Statement. As promptly soon as practicable after the execution of this Agreement, the Company shall prepare prepare, with the cooperation of Parent, an Information Statement for the Stockholders stockholders of the Company to adopt and approve this Agreement Agreement, the Merger, and the transactions contemplated herebyby this Agreement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Parent 28 and the Company shall each use its commercially reasonable best efforts to cause the Information Statement to comply in all material respects with applicable 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 ’s counsel and auditors in the preparation of the Information Statement. The Company will promptly advise Parent, Parent and Parent will promptly advise the Company, in writing 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 or to comply with applicable law. The Subject to the fiduciary duties of the members of the Board of Directors of the Company, the Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company Stockholders Company’s stockholders adopt and approve this Agreement, the Merger Merger, and the other transactions contemplated by this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders stockholders of the Company. Anything to the contrary contained herein notwithstandingNotwithstanding any other provision of this Agreement, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. As promptly soon as practicable after ------------------------------------ the execution of this Agreement, the Company shall prepare prepare, with the cooperation of Parent, an Information Statement for the Stockholders stockholders of the Company to approve this Agreement Agreement, the Merger and the transactions contemplated hereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Parent and the Company shall each use its commercially reasonable best efforts to cause the Information Statement to comply in all material respects with applicable 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 Company will promptly advise Parent, 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 or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company Stockholders stockholders approve the Merger and this Agreement and the transactions contemplated hereby and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders stockholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. As promptly soon as practicable after the execution date hereof, the Company shall prepare, with the cooperation of Lucent, an information statement for the stockholders of the Company (the "Information Statement") to approve this Agreement, the Company shall prepare an Information Statement for the Stockholders of the Company to approve this Agreement Merger and the transactions contemplated herebyhereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Lucent Common Stock to be received by the holders of Company Capital Stock Stockholders in the Merger and an information statement for solicitation of shareholder approval of the Merger. Parent Lucent and the Company shall each use its commercially reasonable best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent Lucent 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 Company will shall promptly advise ParentLucent, and Parent will Lucent shall promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent Lucent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of the Company that the Company Stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors of the Company that the terms Merger, this Agreement and conditions the transactions contemplated hereby are advisable and in the best interest of the Merger are fair and reasonable to the Stockholders of the CompanyCompany Stockholders. Anything Notwithstanding anything to the contrary contained herein notwithstandingherein, the Company shall not include in the Information Statement any information with respect to Parent Lucent or its affiliates or associates, the form and content of Affiliates which information shall not have been approved by Parent Lucent prior to such inclusion.

Preparation of Information Statement. As promptly soon as practicable after the execution of this Agreement, the Company and Parent, shall prepare an Information Statement for the Stockholders purpose of soliciting shareholders of the Company to approve the principal terms of this Agreement and the transactions contemplated herebyMerger. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Parent and the Company shall each use its commercially reasonable best efforts to cause the Information Statement to comply in all material respects with applicable 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 Company will promptly advise Parent, 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 or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company Stockholders shareholders approve the Merger and principal terms of this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders shareholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.