Common use of Information Statement Clause in Contracts

Information Statement. (a) Buyer shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (taking into account the timing of the delivery by Seller to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Information Statement”). Buyer agrees, as to itself and its Subsidiaries, that the Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) shall not, at the date of mailing to holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Statement. (a) Buyer shall prepare and file with the SEC, as promptly as practicable after Fuse has provided prior to the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested (including the Fuse Financial Statements and the Pro Formas) for preparation of this Agreement (taking into account an information statement on Schedule 14C relating to the timing approval and adoption of the delivery by Seller to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance Amendments and the transactions contemplated by this Agreement under the Exchange Act hereby (as amended or supplemented, the “Information Statement”). Buyer agreesAs promptly as practicable following the date hereof, as TEEE and Fuse shall prepare and file with the SEC the Information Statement. TEEE shall use its commercially reasonable efforts to itself and its Subsidiaries, ensure that the Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) shall not, at the date of mailing to holders of Buyer Common Stock, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, except other than with respect to statements made or incorporated by reference therein based on information supplied or to be supplied in writing by or on behalf of Seller or any of Fuse specifically for inclusion therein. Fuse shall use its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide commercially reasonable efforts to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees ensure that none of the information it has supplied by Seller and will supply in writing specifically for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Parties shall cooperate with each other in connection with the preparation of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to any SEC comments on the Information Statement. TEEE and Fuse shall use their commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable for mailing to the holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act.

Information Statement. (a) Buyer shall prepare and file None of the information contained in the Schedule 14D-9, the information statement, if any, filed by the Company in connection with the SEC, as promptly as practicable after the date of this Agreement (taking into account the timing of the delivery by Seller Offer pursuant to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement Rule 14f-1 under the Exchange Act (the “"Information Statement”"). Buyer agrees, as to itself and its Subsidiaries, that the Information Statement and or incorporated by reference therein or any amendment or supplement thereto (i) shall comply in all material respects thereto, at the respective times such documents are filed with the applicable provisions SEC or first published, sent or given to the Company's shareholders, contain or will contain any untrue statement of a material fact or omit or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the Exchange Act and circumstances under which they are made, not misleading, except that no representation is made by the rules and regulations thereunder and (ii) shall notCompany with respect to information supplied by the Parent or Merger Sub specifically for inclusion in the Schedule 14D-9 or Information Statement or any amendment or supplement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents will, at the date of mailing to holders of Buyer Common Stockfiling with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except . If at any time prior to the Effective Time the Company's executive officers shall obtain knowledge of any facts with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or itself, any of its Affiliates. Seller shall cooperate in officers and directors or REI Barbados that would require the preparation supplement or amendment to any of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable Laws, such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the shareholders of the Company, and in the event the Parent shall advise the Company as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, the Company shall promptly amend or supplement such document as required and distribute the same to its shareholders.

Information Statement. Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7, as soon as practicable after the consummation of the Offer (aor, if requested by Parent, prior thereto), the Company shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld) Buyer shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (taking into account the timing of the delivery by Seller to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Information Statement”). Buyer agrees, as to itself and its Subsidiaries, that SEC the Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions of preliminary form as required by the Exchange Act and the rules and regulations thereunder promulgated thereunder. The Company shall obtain and furnish the information required to be included in the Information Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (ii) which approval shall notnot be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Information Statement, and shall cause the Information Statement in definitive form to be mailed to the Company’s stockholders at the date earliest practicable date. If at any time prior to the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of mailing their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to holders of Buyer Common Stockthe Information Statement, so that the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except with respect to statements made or incorporated by reference therein based on the party which discovers such information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (includingnotify the other party, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any an appropriate amendment or supplement thereto. Seller agrees that none describing such information shall be filed with the SEC and disseminated to the stockholders of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany.

Information Statement. (a) Buyer shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (taking into account the timing None of the delivery by Seller to Buyer of any necessary historic financial statements)information included in the Schedule 14D-9, a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Information Statement”). Buyer agrees, as to itself and its Subsidiaries, that Form 10 or the Information Statement and (as those terms are defined in the Reorganization Agreement), or supplied by International in writing for inclusion in the Offer Documents, including any amendment amendments thereto, will be false or supplement thereto (i) shall comply in all material respects misleading with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) shall not, at the date of mailing respect to holders of Buyer Common Stock, contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Schedule 14D-9, except the Form 10 and the Information Statement, including any amendments thereto, will comply in all material respects with the Exchange Act. Notwithstanding the foregoing, neither International nor Daka makes any representation or warranty with respect to statements made or incorporated by reference therein based on any information supplied by Compass, Compass Holdings or on behalf of Seller Compass Interim or any of its Affiliates. Seller shall cooperate their respective affiliates or representatives in writing for inclusion in the preparation of Schedule 14D-9, Form 10 or the Information Statement Statement. (f) Absence of Certain Changes or Events. On the date of this Agreement, except as disclosed in the International SEC Documents filed and shall promptly provide publicly available prior to Buyer all information regarding Seller the date of this Agreement or the Offer Closing Time, except as disclosed in the International SEC Documents filed and publicly available before the Offer Closing Time or in the International Bring Down Certificate (as defined in the Offer Conditions), since March 29, 1997, each of International and Daka and its Subsidiaries has conducted the Foodservice Business only in the ordinary course, consistent with past practice, and there has not been (i) any Material Adverse Change with respect to International or Daka or any event that could reasonably be expected to have a Material Adverse Effect on International or Daka taken as a whole, (ii) any split, combination or reclassification of any of its Affiliates (including, but not limited to, capital stock or any financial statements issuance or the authorization of and any issuance of any other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required securities in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinrespect of, in light lieu of the circumstances under which they were madeor in substitution for shares of its capital stock except as provided in Section 1.5 hereof, not misleading.(iii) any damage, destruction or

Information Statement. (a) Buyer As promptly as practicable after the execution of this Agreement, Seller shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC an information statement to be delivered to the stockholders of Seller in connection with the Sale (the “Information Statement”). Each Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably 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 Seller’s counsel and auditors in the preparation of the Information Statement. Seller shall promptly respond to any comments of the SEC, and shall use its best reasonable efforts to have the Information Statement cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement (taking into account the timing of the delivery Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by Seller to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C it under the Exchange Act, the Securities Act and concerning or any other Federal, foreign, state “blue sky” or related laws relating to the Share Issuance Sale and the transactions contemplated by this Agreement under the Exchange Act (the “Information StatementOther Filings”). Buyer agrees, as Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to itself and its Subsidiaries, that the Information Statement or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any amendment of its representatives, on the one hand, and the SEC or supplement thereto (iits staff or any other government officials, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) shall to comply in all material respects with the all applicable provisions requirements of the Exchange Act law and the rules and regulations thereunder and (ii) shall not, at the date of mailing to holders of Buyer Common Stock, contain promulgated thereunder. Whenever any untrue statement of a material fact or omit to state any material fact event occurs that is required to be stated therein set forth in an amendment or necessary in order supplement to make the statements thereinInformation Statement or any Other Filing, in light of the circumstances under which they were made, not misleading, except with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any Buyer, as the case may be, shall promptly inform the other of its Affiliates. Seller shall such occurrence and cooperate in filing with the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller SEC or its staff or any of its Affiliates (includingother government officials, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of and/or mailing to the holders stockholders of Buyer Common StockSeller and any Buyer, contain any untrue statement of a material fact such amendment or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsupplement.

Information Statement. (a) Buyer As promptly as reasonably practicable after the date hereof, but in no event more than seven Business Days after the date hereof, the Company shall prepare and file with the SECCommission the Preliminary Information Statement, relating to the Stockholder Approval, which shall include that stockholders of the Company have voted in favor of the adoption and approval of all shares of Common Stock exceeding the 19.99% Cap subject to Stockholder Approval, the transactions contemplated herein, the issuance of the Second Tranche Warrants and the underlying Second Tranche Warrant Shares. The Company shall use commercially reasonable efforts to cause the Definitive Information Statement to be filed with the Commission and mailed to the Company stockholders as promptly as reasonably practicable after receipt of a no review decision or any comments from the date of this Agreement (taking into account the timing staff of the delivery by Seller to Buyer of any necessary historic financial statements), a written information statement containing Commission on the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Preliminary Information Statement”). Buyer agreesNo filing of, as to itself and its Subsidiaries, that the Information Statement and any or amendment or supplement thereto (i) shall comply to, the Preliminary Information Statement or the Definitive Information Statement will be made by the Company without providing the Holder’s outside counsel at least two Business Days to review and comment reasonably and in all material respects with good faith thereon. If any information relating to the applicable provisions Company, or any of its Affiliates, directors or officers, should be discovered by the Exchange Act and Company that is required to be set forth in an amendment or supplement to the rules and regulations thereunder and (ii) shall notDefinitive Information Statement, at the date of mailing to holders of Buyer Common Stock, contain so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, except the Company shall promptly notify the Holder’s outside counsel and an appropriate amendment or supplement describing such information shall be promptly filed with respect the Commission and, to statements made the extent required by applicable Law, disseminated to the Company’s stockholders. The Company shall promptly notify the Holder’s outside counsel of the receipt of any and all comments from the Commission or incorporated the staff of the Commission and of any request by reference therein based on the Commission or the staff of the Commission for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement for additional information supplied by or on behalf and shall supply the Holder’s outside counsel with copies of Seller all written correspondence between the Company or any of its Affiliates. Seller shall cooperate in representatives, on the preparation one hand, and the Commission or the staff of the Commission, on the other hand, with respect to the Preliminary Information Statement or the Definitive Information Statement. The Company shall use commercially reasonable efforts to respond to any and shall promptly provide all comments from the Commission or the staff of the Commission and to Buyer all information regarding Seller any request by the Commission or any the staff of its Affiliates (including, but not limited to, any financial statements of and other information relating the Commission for amendments or supplements to the Transferred Entities Preliminary Information Statement or the Definitive Information Statement, as promptly as reasonably practicable. Any response to the Commission and any amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement shall be subject to the approval of Hxxxxx’s outside counsel, which approval shall not be unreasonably withheld or delayed. The issuance of the shares of Common Stock exceeding the 19.99% Cap contemplated by the Stockholder Approval may be required pursuant not occur or become effective, as the case may be, prior to Regulation 14C under the end of the 20 calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the record date in accordance with Rule 14c-2(b) of the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Statement. (ai) Buyer As promptly as reasonably practicable (but no later than 30 days) after the No-Shop Period Start Date, the Company shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (taking into account the timing of the delivery by Seller to Buyer of any necessary historic financial statements), SEC a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance Written Consent and the transactions contemplated Merger, (ii) the notice of action by this Agreement under written consent required by Section 228(e) of the Exchange Act DGCL and (iii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL (as amended or supplemented from time to time, the “Information Statement”). Buyer agreesParent shall provide the Company with all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the preparation, as to itself filing and its Subsidiaries, that distribution of the Information Statement and any amendment or supplement thereto (i) shall comply in all material respects otherwise assist and cooperate with the applicable provisions Company in the preparation of the Exchange Act Information Statement and the rules resolution of any comments thereto received from the SEC. Each of the Company, Parent and regulations thereunder Merger Sub shall promptly correct any information with respect to it or provided by it for use in the Information Statement if and (ii) shall notto the extent, at in the date absence of mailing to holders of Buyer Common Stocksuch a correction, the Information Statement would contain any untrue statement a misstatement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except with respect and the Company shall disseminate such correction to statements made the stockholders of the Company in an amendment or incorporated supplement. The Company shall notify Parent promptly upon the receipt of any comments from the SEC and of any request by reference therein based on information supplied by the SEC for amendments or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of supplements to the Information Statement and shall promptly provide to Buyer supply Parent with copies of all information regarding Seller such comments, requests and any other written correspondence between the Company or any of its Affiliates (includingRepresentatives, but not limited toon the one hand, any financial statements of and the SEC, on the other information relating hand, with respect to the Transferred Entities which may Information Statement. The Company shall use its reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Information Statement and to resolve such comments with the SEC and cause the Information Statement to be required pursuant to Regulation 14C filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act, and shall use its reasonable efforts to cause the Information Statement to be disseminated to its stockholders as promptly as reasonably practicable after the first to occur of (i) confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is reasonably required otherwise not to be reviewed or (iii) expiration of the 10-day period after filing in connection with the preparation, event the SEC does not review the Information Statement. Prior to the filing and distribution of the Information Statement and (or any amendment or supplement thereto. Seller agrees that none ) or any dissemination thereof to the stockholders of the information supplied Company, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and to comment on such document or response and the Company shall consider in good faith all comments reasonably proposed by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingParent.

Information Statement. Unless the Merger is consummated in accordance with Section 1110 of the CGCL as contemplated by Section 2.7, as soon as practicable after the consummation of the Offer (aor, if requested by Parent, prior thereto), the Company shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld) Buyer shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (taking into account the timing of the delivery by Seller to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Information Statement”). Buyer agrees, as to itself and its Subsidiaries, that SEC the Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions of preliminary form as required by the Exchange Act and the rules and regulations thereunder promulgated thereunder. The Company shall obtain and furnish the information required to be included in the Information Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (ii) which approval shall notnot be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Information Statement, and shall cause the Information Statement in definitive form to be mailed to the Company’s shareholders at the date earliest practicable date. If at any time prior to the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of mailing their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to holders of Buyer Common Stockthe Information Statement, so that the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except with respect to statements made or incorporated by reference therein based on the party which discovers such information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (includingnotify the other party, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any an appropriate amendment or supplement thereto. Seller agrees that none describing such information shall be filed with the SEC and disseminated to the shareholders of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany.

Information Statement. (a) Buyer Promptly after the execution of this Agreement, the Company shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (taking into account the timing of the delivery by Seller to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Information Statement”). Buyer agrees, as to itself and its Subsidiaries, that the Information Statement and shall file the same with the SEC as soon as reasonably practicable, but in no event later than thirty (30) Business Days after the Closing Date. The Information Statement shall constitute an information circular informing the stockholders of the Company of receipt of the Stockholder Approval. Other than with respect to any amendment information provided by or supplement thereto (i) shall on behalf of any Purchaser, the Company will cause the Information Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) thereunder. The Company shall not, at use commercially reasonable efforts to cause the date of mailing to holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required Information Statement to be stated therein cleared by the SEC as promptly as practicable after its filing with the SEC. The Company will advise the Purchasers promptly after it receives oral or necessary in order written notice of any request by the SEC for amendment to make the statements therein, in light Information Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide each of the circumstances under which they were madePurchasers with copies of any written communication from the SEC or any state securities commission. The Company shall use commercially reasonable efforts, not misleadingafter consultation with the Purchasers, except to resolve all such requests or comments with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliatesthe Information Statement as promptly as practicable after receipt thereof. Seller Each Purchaser shall cooperate with the Company in the preparation of the Information Statement and shall promptly provide to Buyer all such Purchaser shall, upon request, furnish the Company with such information regarding Seller or any of concerning it and its Affiliates (includingAffiliates, but not limited toif any, any financial statements of and other information relating to as the Transferred Entities which Company may be required pursuant to Regulation 14C under the Exchange Act) that reasonably determine is reasonably required in connection with the preparation, filing and distribution preparation of the Information Statement and any Statement. No filing of, or amendment or supplement theretoto the Information Statement will be made by the Company without consulting with the Purchasers and without providing each Purchaser the opportunity to review and comment thereon. Seller agrees that none The Company shall cause the Information Statement to be mailed (or otherwise electronically provided) to the stockholders of the Company as promptly as practicable after it is permitted under the Exchange Act. The Company shall, promptly upon becoming aware of any information supplied by Seller for inclusion or incorporation by reference that would cause (i) any of the statements in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain be false or misleading with respect to any untrue statement of a material fact or (ii) the Information Statement to omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not false or misleading, in light inform each Purchaser and, upon consultation with such Purchaser, take necessary steps to correct the Information Statement. Each Purchaser shall, promptly upon becoming aware of any information furnished by it pursuant to the forth immediately preceding sentence that would cause (x) any of the circumstances under which they were madestatements in the Information Statement to be false or misleading with respect to any material fact or (y) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, not misleadinginform the Company.

Information Statement. (a) Buyer shall prepare and file with the SEC, as As promptly as practicable after following the date of this Agreement (taking into account the timing of the delivery by Seller to Buyer of any necessary historic financial statements)execution hereof, a written Purchaser and Company shall jointly prepare an information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “"Information Statement”)") to be issued to the holders of Company Shares who are not accredited investors. Buyer agrees, as The Information Statement shall constitute a disclosure document for the offer by the Purchaser to itself issue the Purchaser Shares (the "Offer") to holders of Company Shares who are not accredited investors in consideration for such holders' Company Shares. Purchaser and its Subsidiaries, that Company shall each use their reasonable best efforts to cause the Information Statement to comply with applicable federal, state and any amendment or supplement thereto (i) foreign securities Law requirements. Each of Purchaser and Company shall, and shall comply in all material respects cause their respective Representatives to, fully cooperate with the applicable provisions other such parties and their respective Representatives in the preparation of the Exchange Act Information Statement, a letter of transmittal and related instructions for use (collectively, together with any amendments and supplements thereto, the rules "Offer Documents"), and regulations thereunder Company shall promptly provide to Purchaser such information concerning it and (ii) its Affiliates, directors, officers and securityholders as Purchaser may reasonably request in connection with the preparation of the Information Statement or the Offer Documents. Each of Purchaser and Company represents and warrants to the other that all information supplied by the same for inclusion in the Information Statement or the Offer Documents shall not, not at the date of mailing time the Information Statement (including any amendments or supplements thereto) is first distributed to holders of Buyer Common Stock, Company Shares who are not accredited investors or while the Offer remains outstanding contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except however, that no representation or warranty is made by Purchaser or Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller others for inclusion or incorporation by reference in the Information Statement shallor the Offer Documents. If at any time that the Offer is outstanding, at the date of mailing any event or information should be discovered by Company or Purchaser which should be set forth in an amendment to the holders Information Statement, Company or Purchaser, as applicable, shall promptly inform the other. Each of Buyer Common Stock, contain Purchaser and Company agrees promptly to correct any untrue statement of a material fact information provided by it for use in the Information Statement or omit the Offer Documents if and to state the extent that it shall have become false and misleading in any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingrespect.

Information Statement. (a) Buyer As promptly as reasonably practicable following the date hereof (and in any event no later than thirty (30) days after the date hereof), Seller Guarantor shall prepare and file with the Securities and Exchange Commission (the “SEC”), as promptly as practicable after the date of this Agreement (taking into account the timing an Information Statement of the delivery type contemplated by Seller to Buyer Rule 14c-2 of any necessary historic financial statements), a written information statement the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance Stockholder Consent, this Agreement and the transactions contemplated hereby and (ii) the notice of action by this Agreement under written consent required by Section 228 of the Exchange Act DGCL (as amended or supplemented from time to time, the “Information Statement”). Seller Guarantor shall allow the Buyer agrees, as to itself and its SubsidiariesRepresentatives reasonable time to review and comment on the Information Statement (including, for the avoidance of doubt, each supplement or amendment thereto), and shall consider in good faith any reasonable comments by Buyer or its Representatives that are provided to Seller Guarantor in a timely manner, prior to the filing thereof (including, for the avoidance of doubt, each supplement or amendment thereto). Buyer and Seller Guarantor shall reasonably cooperate with one another in connection with the preparation of the Information Statement and any amendment or supplement thereto (i) Buyer shall comply furnish such information concerning Buyer as Seller Guarantor may reasonably request in all material respects connection with the applicable provisions preparation of the Information Statement to the extent such information is required by the Exchange Act to be set forth in the Information Statement; provided, that the Parties shall cooperate to prevent the release of any information supplied by any Party that is reasonably considered to be competitively sensitive by such Party (including through the redaction of such information from any exhibits filed with the SEC, and the rules and regulations thereunder and (ii) submission of confidential treatment requests, to the extent necessary or appropriate to preserve the confidentiality of such information). Buyer shall notcause the information relating to Buyer supplied by it for inclusion in the Information Statement, at the date time of the mailing of the Information Statement or any amendments or supplements thereto not to holders of Buyer Common Stock, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliates. Seller Guarantor shall cooperate in respond as promptly as reasonably practicable to, and resolve all comments received from, the preparation of SEC concerning the Information Statement, and to have the Information Statement and cleared by the SEC as promptly as reasonably practicable after such filing. Seller Guarantor shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of cause the Information Statement (in definitive form) to be sent or given to the stockholders of Seller Guarantor as promptly as reasonably practicable (and in any amendment or supplement thereto. Seller agrees that none event within three (3) Business Days) after the earlier to occur of (i) the information supplied by Seller for inclusion or incorporation by reference in tenth day after the Information Statement shallis filed with the SEC, at if the SEC has not informed Seller Guarantor that it will review the Information Statement (or informs Seller Guarantor or its Representatives that it will not review the Information Statement) and (ii) the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact SEC informs Seller Guarantor or omit to state any material fact required to be stated therein or necessary in order to make its Representatives that it has no further comments on the statements therein, in light of the circumstances under which they were made, not misleadingInformation Statement.

Information Statement. (a) Buyer Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, the Company shall prepare and file with the SEC, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), as promptly soon as practicable after the date of this Agreement (taking into account the timing consummation of the delivery by Seller to Buyer of any necessary historic financial statements)Offer, a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under preliminary Information Statement pursuant to Section 14(c) of the Exchange Act (the “"Preliminary Information Statement”). Buyer agrees, ") relating to the Merger as to itself and its Subsidiaries, that the Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions of required by the Exchange Act and the rules and regulations thereunder thereunder. The Company shall obtain and furnish the information required to be included in the Preliminary Information Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (ii) which approval shall notnot be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Information Statement, and shall cause the Information Statement to be mailed to the Company's stockholders at the date earliest practicable date. If at any time prior to the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of mailing their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to holders of Buyer Common Stockthe Information Statement, so that the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except with respect to statements made or incorporated by reference therein based on the party which discovers such information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (includingnotify the other party, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any an appropriate amendment or supplement thereto. Seller agrees that none describing such information shall be filed with the SEC and disseminated to the stockholders of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany.

Information Statement. (a) Buyer shall prepare and file with the SEC, as promptly As soon as practicable after the date of this Agreement (taking into account Agreement, the timing of the delivery by Seller to Buyer of any necessary historic financial statements), a written Company will deliver an information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Information Statement”)) to the Stockholders and in connection with the transactions contemplated hereby meet the requirements set forth in this Section 6.17. Buyer agreesPrior to the execution of this Agreement, as the Company will have given Parent and BV Sub and their counsel a reasonable opportunity to itself review and its Subsidiaries, that comment on final drafts of the Information Statement. The Company will deliver the Information Statement to all Stockholders entitled to receive notice of actions of the stockholders under the DGCL. The Information Statement will contain a form of written consent in form agreed to by the parties, the Transmittal Letter in form agreed to by the parties (including such acknowledgements, agreements and any amendment or supplement releases as agreed to by the parties) and all information that may be required to be given to Stockholders pursuant to the DGCL in connection with the Merger, including, to the extent applicable, information concerning dissenters’ rights under the DGCL At the time it is sent and at all times subsequent thereto (i) shall comply in all material respects with through and including the applicable provisions of Effective Time), the Exchange Act and the rules and regulations thereunder and (ii) shall not, at the date of mailing to holders of Buyer Common Stock, Information Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, except with respect at any time prior to statements made the Effective Time, any event or incorporated information is discovered by reference therein based on information supplied by the Company which should be set forth in an amendment or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of supplement to the Information Statement Statement, the Company will promptly inform Parent and shall promptly provide Merger Sub of such occurrence, and the Company will deliver to Buyer all information regarding Seller the Stockholders such amendment or supplement. If, at any of its Affiliates (including, but not limited totime prior to the Effective Time, any financial statements of and other event or information relating to Parent, BV Sub or Merger Sub is discovered by the Transferred Entities Parent, BV Sub or Merger Sub which may should be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required set forth in connection with the preparation, filing and distribution of the Information Statement and any an amendment or supplement theretoto the Information Statement, the Parent, BV Sub or Merger Sub will promptly inform Company and Representative of such occurrence, and the Company will deliver to the Stockholders such amendment or supplement. Seller agrees that none The Information Statement will include the recommendation of the information supplied by Seller for inclusion or incorporation by reference Board of Directors of the Company that the Stockholders provide written consent in favor of this Agreement and the Merger, and the conclusion of the Company’s Board of Directors that the terms and conditions of the Merger are advisable, fair to and in the Information Statement shallbest interests of, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingStockholders.

Information Statement. (a) Buyer As soon as practicable after the execution of this Agreement, Company shall prepare an information statement for the Company Shareholders to approve this Agreement and file the Agreement of Merger (the "Information Statement"). The Information Statement to be submitted to Company's Shareholders in connection with the SECsolicitation of their approval of the Merger and this Agreement shall be subject to review and reasonable approval by Parent and shall include information regarding the Company, the terms of the Merger and this Agreement, and the recommendation of the Board of Directors of Company in favor of the Merger and this Agreement. Anything to the contrary contained herein notwithstanding, 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 shall not have been approved by Parent prior to such inclusion, provided that Parent and Merger Sub shall be deemed to have approved of such form and content if it does not respond to the Company within five (5) days of its submission to Parent. Parent and Merger Sub agree to cooperate and provide appropriate, publicly available information upon request by Company or its counsel and to respond to requests for Parent's consent to the inclusion of such information with respect to Parent, Merger Sub or their affiliates or associates within five (5) days after any such request. If, at any time after the delivery of the Information Statement to the Company Shareholders but prior to the Effective Time, Company becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made, not misleading, Company shall as promptly as practicable after deliver to the date of this Agreement (taking into account the timing of the delivery by Seller Company Shareholders a supplement to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Information Statement”). Buyer agrees, as to itself and its Subsidiaries, that the Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with that causes the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) shall notInformation Statement, at the date of mailing as so supplemented, not to holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Statement. (a) Buyer PICA, with PRA’s assistance at PICA’s reasonable request, shall prepare and file provide to Eligible Members, in connection with the SEC, as promptly as practicable after the date solicitation of this Agreement (taking into account the timing approval of the delivery by Seller to Buyer Plan of any necessary historic financial statements)Conversion, a written an information statement containing relating to the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance Plan of Conversion and the transactions contemplated by this Agreement under Sale, including a copy of the Exchange Act Plan of Conversion (the “Information Statement”)) and use commercially reasonable efforts to obtain and furnish the information required to be included by state and federal law, including 215 ILCS 5/59.1, and to obtain the approval of the Director of the Division for the Information Statement. Buyer agreesEach of PICA and PRA agrees that the information provided and to be provided by PICA or PRA, as to itself and its Subsidiariesthe case may be, that specifically for use in the Information Statement and any amendment or supplement thereto shall not, with respect to the information supplied by such party (i) shall comply in all material respects with on the applicable provisions of date upon which the Exchange Act and the rules and regulations thereunder and Information Statement is mailed to Eligible Members, (ii) shall not, at on the date of mailing the public hearing before the Director in respect of the Plan of Conversion, if any or (iii) on the last date on which Eligible Members are entitled to holders of Buyer Common Stockvote on the Proposal, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No less than three days prior to the filing of the Information Statement with the Director of the Division, except with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliates. Seller PICA shall cooperate in the preparation provide PRA a draft of the Information Statement and an opportunity to comment on such draft; provided, however, that PICA shall have the right to accept or reject any such comments in its sole discretion. Each of PRA and PICA agrees to correct as promptly provide as practicable any such information provided by it that shall have become false or misleading in any material respect and to Buyer take all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating steps necessary to furnish to the Transferred Entities which may be required pursuant to Regulation 14C under Director and obtain the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution approval of the Information Statement and Director for any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in to the Information Statement shall, at so as to correct the date of mailing same and to cause the Information Statement as so corrected to be disseminated to Eligible Members to the holders of Buyer Common Stock, contain any untrue statement of a material fact extent required by or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances advisable under which they were made, not misleadingApplicable Law.

Information Statement. Within five (a5) Buyer shall prepare and file with the SEC, as promptly as practicable after days of the date of this Agreement Agreement, the Company shall prepare (taking into account with the timing cooperation of the delivery by Seller Parent) and mail to Buyer each holder of any necessary historic financial statements), a written Company Capital Stock an information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and regarding the transactions contemplated by this Agreement under the Exchange Act Agreement, which shall be in a form reasonably acceptable to Parent (as it may be amended or supplemented from time to time, the “Information Statement”). Buyer agreesThe Information Statement shall constitute an information statement for the Company’s solicitation of consent of the holders of Company Capital Stock with respect to the adoption of this Agreement and the approval of the Merger and a notice of the availability of appraisal rights under Delaware Law and shall include (a) a statement to the effect that the Company’s board of directors had unanimously recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement and the approval of the Merger, (b) a statement that adoption of this Agreement shall constitute, among other things, approval by the holders of Company Capital Stock of the Expense Fund by the Stockholder Representative and the withholding of the Special Indemnity Holdback and (c) such other information as Parent and the Company reasonably agree is required or advisable under Applicable Laws to itself and its Subsidiariesbe included therein. The Company shall, that with the cooperation of Parent (to the extent reasonably required), prepare any other necessary documentation required or advisable to be provided to holders of Company Capital Stock pursuant to the Delaware Law. None of the information supplied or to be supplied by Parent or the Company for inclusion in the Information Statement and or any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions will contain, as of the Exchange Act and the rules and regulations thereunder and (ii) shall not, at the date of mailing to holders the delivery of Buyer Common Stocksuch document, contain any untrue statement of a material fact fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading.

Information Statement. (a) Buyer shall prepare and file with the SEC, as promptly As soon as practicable (and in any event within 10 days) after the date execution of this Agreement (taking into account Agreement, the timing of Company shall distribute to the delivery Stockholders, in forms approved in advance by Seller to Buyer of any necessary historic financial statements)Parent, a written which approval shall not be unreasonably withheld or delayed, an information statement containing and other appropriate documents (such information statement and other documents, including any amendments or supplements thereto, in each case in the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (form or forms mailed or delivered to Stockholders, collectively, the “Information Statement”). Buyer agrees) in connection with the obtaining of: (a) written consents of the Stockholders in favor of the adoption and approval of this Agreement, the other Transaction Agreements and the Transactions; (b) waivers by the Stockholders of their dissenter’s rights in connection with the Merger; and (c) written consents of the Stockholders to approve or disapprove, under Section 280G(b)(5)(A)(ii) of the Code, any compensation, benefit or amounts that may be deemed to result in an “excess parachute payment” (within the meaning of Section 280G(c) of the Code) to each person who is a “disqualified individual” with respect to the Company, within the meaning of Section 280G(c) of the Code, such that such compensation, benefit or amounts will not be payable or otherwise inure to the benefit of such person in a manner that will result in such amount being treated as such an “excess parachute payment.” The Company shall use its best efforts to itself and its Subsidiaries, that cause the Information Statement and any amendment or supplement thereto (i) shall to comply in all material respects with applicable federal and state securities laws and other applicable legal 57 requirements. Each of Parent and the applicable provisions Company agrees to, and the Company shall cause its subsidiaries to, provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Exchange Act 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. Without limiting the generality of the foregoing, the Company agrees to, and the rules Company shall cause its subsidiaries to, provide promptly to Parent, and regulations thereunder to include in the Information Statement, information concerning, and (ii) a reasonably detailed summary of, among other things, the terms of the Transactions, and the legal representation of the Company. 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 not, at obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the date of mailing to holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary Information Statement in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except with respect to statements made contained or incorporated by reference therein based on information supplied by not misleading or on behalf comply with applicable law. The Information Statement shall: (i) contain the unanimous recommendation of Seller or any the Company Board that the Stockholders adopt and approve this Agreement, the other Transaction Agreements and the Transactions and the conclusion of its Affiliates. Seller shall cooperate the Company Board that the terms and conditions of the Merger are fair, advisable and reasonable to, and in the preparation best interests of, the Stockholders; (ii) notify the Stockholders of the Information Statement receipt by the Company of the votes or written consents of holders of Shares sufficient to adopt and shall promptly provide to Buyer all information regarding Seller or any approve the matters specified in clause (i) above; and (iii) notify the Stockholders of its Affiliates (including, but not limited to, any financial statements their appraisal rights under Section 262 of the DGCL and other information relating Chapter 13 of the CGCL. Notwithstanding anything to the Transferred Entities which may be required pursuant to Regulation 14C under contrary contained herein, the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference Company shall not include in the Information Statement shallany information with respect to Parent or its subsidiaries, at affiliates or associates, the date form and content of mailing which information shall not have been approved in writing by Parent prior to the holders of Buyer Common Stock, contain such inclusion. Whenever any untrue statement of a material fact or omit to state any material fact event occurs which is required to be stated therein set forth in an amendment or necessary supplement to the Information Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in order preparing and mailing to make the statements therein, in light of the circumstances under which they were made, not misleadingStockholders such amendment or supplement.

Information Statement. Within ten (a10) Buyer shall prepare and file with the SEC, as promptly as practicable after Business Days of the date of this Agreement, the Company shall prepare (with the cooperation of Parent) and mail to each holder of Company Units that does not execute a Support Agreement (taking into account during the timing of the delivery by Seller to Buyer of any necessary historic financial statements)Initial Unitholder Consent Delivery Period, a written an information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and regarding the transactions contemplated by this Agreement under the Exchange Act Agreement, which shall be in a form reasonably acceptable to Parent (as it may be amended or supplemented from time to time, the “Information Statement”). Buyer agreesThe Information Statement shall constitute an information statement for the Company’s solicitation of consent of the holders of Company Units with respect to the adoption of this Agreement and the approval of the Merger and shall include (a) a statement to the effect that the Company’s board of managers had unanimously recommended that the holders of Company Units vote in favor of the adoption of this Agreement and the approval of the Merger, (b) a statement that adoption of this Agreement shall constitute, among other things, approval by the holders of Company Units of the Expense Fund and the withholding of the Indemnity Holdback, Special Indemnity Holdback and Purchase Price Holdback by Parent and the Expense Fund by the Unitholder Representative and (c) such other information as Parent and the Company reasonably agree is required or advisable under Applicable Laws to itself and its Subsidiariesbe included therein. The Company shall, that with the cooperation of Parent (to the extent reasonably required), prepare any other necessary documentation required or advisable to be provided to holders of Company Units pursuant to Wisconsin Law. None of the information supplied or to be supplied by Parent or the Company for inclusion in the Information Statement and or any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions will contain, as of the Exchange Act and the rules and regulations thereunder and (ii) shall not, at the date of mailing to holders the delivery of Buyer Common Stocksuch document, contain any untrue statement of a material fact fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading.

Information Statement. The Company shall, prior to Closing, prepare, distribute and/or mail or cause to be distributed or mailed (aincluding by electronic transmission as permitted) Buyer shall prepare to each Shareholder in accordance with Sections 228(e) and file with 262 of the SECDGCL and, as promptly as practicable after if applicable, the date CCC, an information statement, which (i) describes the principal terms of this Agreement, (ii) notifies the Shareholders of the occurrence of (A) the approval of the Merger and the adoption of this Agreement by the Company Board, and (taking into account the timing B) receipt of the delivery by Seller required Shareholder vote with respect to Buyer the adoption of any necessary historic financial statements)this Agreement and approval of the Merger and consummation of the Merger and the other transactions contemplated hereby in accordance with Section 228(e) of the DGCL, (iii) provides a written information statement containing copy of Section 262 of the information specified in Schedule 14C DGCL and Chapter 13 of the CCC, and a description regarding the procedures relating to appraisal rights and dissenters’ rights and exercise thereof under the Exchange Act and concerning the Share Issuance DGCL and the transactions contemplated by this Agreement CCC to the extent such appraisal rights and dissenters’ rights are exercisable under the Exchange Act DGCL and the CCC, (iv) contains such other information as the Company deems appropriate (together with any amendments or supplements thereto, the “Information Statement”). Buyer agrees, as to itself The Company shall cause the content and its Subsidiaries, that distribution of the Information Statement to comply with applicable Law, and any amendment or supplement thereto (i) shall comply in all material respects with cause the applicable provisions of the Exchange Act Information Statement to be accurate and the rules complete and regulations thereunder and (ii) shall not, at the date of mailing to holders of Buyer Common Stock, not contain any untrue statement of a material fact fact, or omit to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under in which they were are made, not misleading; provided, except that the Company has no such obligation, responsibility or liability with respect to statements made information or incorporated comments provided by reference therein based on information supplied by or on behalf of Seller or Buyer for inclusion in the Information Statement. Buyer shall in no way be responsible for any of its Affiliates. Seller shall cooperate in the preparation content of the Information Statement and shall promptly provide to Buyer all except for information regarding Seller Buyer or the Merger Sub supplied in writing by Buyer expressly for inclusion therein or any comments or information that Buyer requests in writing be included in such Information Statement. The Company shall, prior to the Closing and in advance of its Affiliates (includingdistribution thereof to the Company Shareholders, but not limited to, any financial statements provide Buyer with copies of and other information relating a reasonable opportunity to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing review and distribution of comment on the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing other materials to be distributed to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingShareholders.

Information Statement. Utix shall take all action necessary to effectuate an amendment to its Amended and Restated Certificate of Incorporation increasing the number of shares of Common Stock that Utix is authorized to issue to 375,000,000 (athe "AMENDMENT") Buyer shall and a one-for-100 reverse split of Utix's Common Stock (the "REVERSE SPLIT") as promptly as practicable. In connection therewith, assuming Utix obtains the written consent of a majority of its shareholders, Utix will promptly prepare and file with the SECCommission an information statement and, after receiving and promptly responding to any comments of the Commission thereon, shall promptly mail such information statement to Utix's stockholders (as so mailed, the "INFORMATION STATEMENT"). Each Investor shall promptly furnish in writing to Utix such information relating to such Investor and its investment in Utix as practicable after Utix may reasonably request for inclusion in the Information Statement and, if requested, shall provide a stockholder consent to the Amendment and the Reverse Split. Utix will comply with Section 14(c) of the 1934 Act and the rules promulgated thereunder in relation to the Information Statement, and the Information Statement shall not, on the date of this Agreement (taking into account the timing of the delivery by Seller to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Information Statement”). Buyer agrees, as to itself and its Subsidiaries, that the Information Statement and (or any amendment thereof or supplement thereto (ithereto) shall comply in all material respects with is first mailed to stockholders, or at the applicable provisions of time that the Exchange Act and the rules and regulations thereunder and (ii) shall notAmendment or Reverse Split is effectuated, contain any statement which, at the date time and in light of mailing the circumstances under which it was made, is false or misleading with respect to holders of Buyer Common Stockany material fact, contain any untrue statement of a material fact or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light of the circumstances under which they were made, not misleading, except any earlier communication with respect to statements made same subject matter which has become false or incorporated by reference therein based on information supplied by or on behalf misleading. If Utix should discover at any time prior to the effectuation of Seller the Amendment and the Reverse Split, any event relating to Utix or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller their respective affiliates, officers or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) directors that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein set forth in a supplement or necessary in order amendment to make the statements thereinInformation Statement, in light of addition to the circumstances Utix's obligations under which they were madethe 1934 Act, not misleadingUtix will promptly inform the Investors thereof.

Information Statement. Promptly, and in any case at the same time as any Support Agreement is solicited from any Stockholder (a) Buyer other than the Initial Stockholder Consents), the Company shall prepare and file (with the SEC, as promptly as practicable after the date cooperation of this Agreement (taking into account the timing of the delivery by Seller Parent) and mail to Buyer of any necessary historic financial statements), a written each Stockholder an information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and regarding the transactions contemplated by this Agreement under the Exchange Act Agreement, which shall be in a form reasonably acceptable to Parent (as it may be amended or supplemented from time to time, the “Information Statement”). Buyer agreesThe Information Statement shall constitute an information statement for the Company’s solicitation of consent of the holders of Company Common Stock with respect to the adoption of this Agreement and the approval of the Merger and shall include (a) a statement to the effect that the Company’s board of directors had unanimously recommended that the holders of Company Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger and (b) such other information as Parent and the Company reasonably agree is required or advisable under applicable Law to be included therein. The Company shall, as with the cooperation of Parent (to itself and its Subsidiariesthe extent reasonably required), that prepare any other necessary documentation required or advisable to be provided to holders of Company Common Stock pursuant to the DGCL. None of the information supplied or to be supplied by Parent or the Company for inclusion in the Information Statement and or any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions will contain, as of the Exchange Act and the rules and regulations thereunder and (ii) shall not, at the date of mailing to holders the delivery of Buyer Common Stocksuch document, contain any untrue statement of a material fact fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Together with the Information Statement, except with respect the Company will mail to statements made each holder of record of each Certificate (i) a letter of transmittal in customary form, which shall specify that delivery shall be effected, and risk of loss and title to a Certificate shall pass, only upon delivery of the Certificate (or incorporated by reference therein based on information supplied by affidavit of loss in lieu of a Certificate as provided in Section 2.13) to the Exchange Agent (the “Letter of Transmittal”), (ii) instructions for surrendering a Certificate (or on behalf affidavit of Seller or any loss in lieu of its Affiliates. Seller shall cooperate a Certificate as provided in Section 2.13)) to the Exchange Agent and (iii) an investor questionnaire in the preparation of the Information Statement form prepared by Parent and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating reasonably satisfactory to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany.

Information Statement. (a) Buyer Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, the Company shall prepare and file with the SEC, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), as promptly soon as practicable after the date of this Agreement (taking into account the timing consummation of the delivery by Seller to Buyer of any necessary historic financial statements)Offer, a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under preliminary Information Statement pursuant to Section 14(c) of the Exchange Act (the “Preliminary Information Statement”). Buyer agrees, ) relating to the Merger as to itself and its Subsidiaries, that the Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions of required by the Exchange Act and the rules and regulations thereunder thereunder. The Company shall obtain and furnish the information required to be included in the Preliminary Information Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (ii) which approval shall notnot be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Information Statement, and shall cause the Information Statement to be mailed to the Company’s stockholders at the date earliest practicable date. If at any time prior to the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of mailing their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to holders of Buyer Common Stockthe Information Statement, so that the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except with respect to statements made or incorporated by reference therein based on the party which discovers such information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (includingnotify the other party, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any an appropriate amendment or supplement thereto. Seller agrees that none describing such information shall be filed with the SEC and disseminated to the stockholders of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany.

Information Statement. (a) Buyer Seller shall use its reasonable best efforts to prepare and file shall cause to be filed with the SEC, SEC as promptly as practicable after following the date of this Agreement a preliminary information statement on Schedule 14C (taking into account together with any amendments thereof or supplements thereto, the timing “Preliminary Information Statement”) disclosing that a majority of Seller’s stockholders has, by written consent in lieu of a meeting, adopted and approved this Agreement, the Ancillary Documents, and the transactions contemplated hereby and thereby. Seller shall include in the Preliminary Information Statement the text of this Agreement and each Ancillary Document, and shall use all commercially reasonable efforts to respond as promptly as practicable to any comments by the SEC staff in respect of the delivery Preliminary Information Statement. Seller shall share any such comments by the SEC staff with Buyer promptly upon receipt and, in any case, prior to responding to such comments, and shall also share its proposed responses to such comments with Buyer in advance of submitting them to the SEC Staff. Seller to Buyer of shall in good faith consider any necessary historic financial statements), comments on any such proposed response provided by Xxxxx. Seller shall file a written definitive information statement containing the information specified in on Schedule 14C under (together with any amendments thereof or supplements thereto, the “Definitive Information Statement”) as soon as it is reasonably practicable to do so in compliance with the Exchange Act and concerning shall distribute the Share Issuance and the transactions contemplated by this Agreement under same to Seller’s stockholders in compliance with the Exchange Act (Act. None of the “Information Statement”). Buyer agrees, as to itself and its Subsidiaries, that information included in the Preliminary Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) shall not, at the date of mailing to holders of Buyer Common Stock, Definitive Information Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except however, that no covenant or representation is hereby made by Seller with respect to statements made any information regarding Buyer, its operations, business, directors, officers, or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliatesstockholders. Seller shall cooperate in the preparation Each of the Preliminary Information Statement and shall promptly provide the Definitive Information Statement will comply as to Buyer form in all information regarding Seller or any material respects with the provisions of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Statement. (a) Buyer shall prepare and file Headwaters will prepare, with the SECcooperation of HTI, as promptly as practicable after the date of this Agreement (taking into account the timing of the delivery by Seller to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Information Statement”). Buyer agrees, as to itself and its Subsidiaries, that the Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with to be sent to the applicable provisions HTI Stockholders to solicit agreement to the terms of the Exchange Act Agreement and related documents. Insofar as the rules and regulations thereunder and (ii) shall notInformation Statement contains information pertaining to Headwaters, at the date time of its mailing to holders the HTI Stockholders and at the time of Buyer Common Stockthe execution and closing of the Exchange Agreement, the Information Statement will contain any no untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except with respect and Headwaters will advise HTI in writing if, prior to statements made the execution and closing of the Exchange Agreement, it shall obtain knowledge of any facts that would make it necessary to supplement or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of amend the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection comply with the preparation, filing and distribution of the applicable laws. Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied provided by Seller HTI for inclusion or incorporation by reference in the Information Statement shallStatement, at the date time of its mailing to the holders HTI Stockholders and at the time of Buyer Common Stockthe execution and closing of the Exchange Agreement, will contain any no untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and Headwaters will advise HTI in writing if, prior to the execution and closing of the Exchange Agreement, it shall obtain knowledge of any facts that would make it necessary to supplement or amend the Information Statement to comply with applicable laws. The Board of Directors of HTI, subject to the directors' fiduciary duties, will recommend that the Stockholders approve and adopt the Exchange Agreement and the Transaction.

Information Statement. Promptly after the execution and delivery of this Agreement (abut in no event later than ten (10) Buyer days after the date hereof), TDK shall prepare and file with the SEC, as promptly as practicable after SEC an information statement (the date of this Agreement (taking into account “Information Statement”) relating to the timing approval of the delivery by Seller to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance Merger and the transactions contemplated by this Agreement Agreement. The Information Statement shall be prepared in accordance with, and comply with, Regulation 14C and Schedule 14C promulgated under the Exchange Act (Act. TDK shall provide Take-Two with a reasonable opportunity to review and comment on the “Information Statement prior to filing such with the SEC, and no such filing shall be made without the approval of Take-Two, which shall not be unreasonably withheld or delayed. Take-Two shall promptly provide any comments on the Information Statement to TDK along with any information required to be included in the Information Statement”). Buyer agrees, as TDK shall also provide Take-Two with a reasonably opportunity to itself review and its Subsidiaries, that comment upon all amendments and supplements to the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Promptly after the Information Statement has cleared the SEC, TDK shall thereafter mail the Information Statement to the TDK stockholders. The Information Statement (including any amendment or supplement thereto (iinformation provided by Take-Two pursuant to this Section 5.8) shall comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) shall not, at the date of mailing to holders of Buyer Common Stock, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinmade in the Information Statement, in light of the circumstances under which they were made, not misleading, except with respect . The term “Information Statement” shall be deemed to statements made or incorporated by reference therein based on include such information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in statement at the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating time it initially is mailed to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparationTDK stockholders and all amendments and supplements thereto, filing if any, similarly filed and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmailed.