Regulation D Information Statement Sample Clauses

Regulation D Information Statement. Each of Parent and the Company shall each use their reasonable best efforts (provided, however, that Parent shall not for any such purpose be required to qualify to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction) such that the issuance of Parent ADSs to Company Stockholders in the Merger constitutes a valid “private placement” under the Securities Act in accordance with Rule 506 under Regulation D, including, without limitation, the following: (i) Parent will prepare and the Company will assist in the preparation of the Regulation D Information Statement in connection with the Merger in accordance with Regulation D, Delaware Law and the laws of the Commonwealth of Australia, and the Parent shall provide the Regulation D Information Statement to the Company Stockholders a reasonable time prior to the Closing Date. The Company and Parent and the Parent Subsidiaries will furnish all information concerning the Company and Parent and the Parent Subsidiaries, respectively, as may be reasonably necessary in connection with the foregoing. If either Parent or the Company becomes aware prior to the Effective Time of any information furnished by it (including the Parent Subsidiaries in the case of Parent) that would cause any of the statements in the Regulation D Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it will promptly inform the other party thereof, and Parent will take the necessary steps to correct the Information Statement. (ii) The Company shall provide Parent with the information in its possession relevant to determining whether a Company Stockholder is a “purchaser” as defined in Rule 501 of Regulation D. The Company will retain a purchaser representative to assist and advise each Company Stockholder who is not an “accredited investor” as defined in Rule 501 of Regulation D to assist each such Company Stockholder in evaluating the Regulation D Information Statement, the Merger and the merits and risks of receiving Parent ADSs in the Merger.