Common use of Information Statement Clause in Contracts

Information Statement. As soon as practicable, and no later than ten (10) Business Days following the execution and delivery of this Agreement by the parties hereto, the Company shall prepare and file with the Commission, in preliminary form, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to this Agreement and the issuance of the Purchased Shares pursuant hereto (such information statement, including any amendment or supplement thereto, the “Information Statement”). The Company and each Purchaser will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each Purchaser will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all Commission comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the Staff of the Commission as promptly as reasonably practicable after such filing. If at any time any information relating to the Company or any Purchaser, or any of their respective Affiliates, should be discovered by the Company or such Purchaser that should be set forth in an amendment or supplement to the 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by Law, disseminated to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, and provide a copy of the Information Statement to its stockholders that are entitled to notice thereof.

Information Statement. As soon as practicable, and no later than ten (10) Business Days practicable following the execution and delivery of this Agreement by the parties heretodate hereof, the Company shall prepare and file with the Commission, SEC the preliminary Information Statement in preliminary form, an information statement of the type contemplated by accordance with Rule 14c-2 promulgated under the Exchange Act related to this Agreement and the issuance of the Purchased Shares pursuant hereto 14C (such information statement, including any amendment or supplement thereto, the “Information Statement”)“) to be sent to the Shareholders of the Company in connection with the written consent referred to in Section 6.1. The Parent, Merger Sub and the Company and each Purchaser will cooperate and consult with each other and their respective counsel in the preparation of the Information Statement. Without limiting the generality of the foregoing, each Purchaser Parent will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall not file the preliminary Information Statement, or any amendment or supplement thereto, without providing the Parent a reasonable opportunity to review and comment thereon. The Company shall include therein any reasonable comments provided by Parent. Each party shall use its commercially reasonable best efforts to resolve resolve, and each party agrees to consult and cooperate with the other party in resolving, all Commission SEC comments with respect to the preliminary Information Statement as promptly as practicable after receipt thereof and to cause the Information Statement in definitive form to be mailed to the Company’s Shareholders as promptly as reasonably practicable following filing with the SEC. Each party agrees to consult with the other party prior to responding to SEC comments with respect to the preliminary Information Statement. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. Each party shall as soon as reasonably practicable (i) notify the other parties of the receipt of any comments from the SEC with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared any request by the Staff of the Commission as promptly as reasonably practicable after such filing. If at SEC for any time any information relating to the Company or any Purchaser, or any of their respective Affiliates, should be discovered by the Company or such Purchaser that should be set forth in an amendment or supplement to the Information Statement so that or for additional information and (ii) provide each other party with copies of all correspondence between a party and its employees and other authorized representatives, on the one hand, and the SEC, on the other hand, with respect to 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by Law, disseminated to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, and provide a copy of the Information Statement to its stockholders that are entitled to notice thereofStatement.

Information Statement. As soon as practicable, Promptly (and no later than in any event within ten (10) Business Days Days) following the execution and delivery of this Agreement by the parties heretoApproval Time, the Company shall prepare and file with the Commission, SEC the Information Statement in preliminary form, an information statement accordance with Regulation 14C of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement and to be sent to the issuance stockholders of the Purchased Shares pursuant hereto (such information statement, including any amendment or supplement thereto, the “Information Statement”)Company. The Company Parent and each Purchaser Merger Sub will cooperate with each other the Company in the preparation of the Information Statement. Without limiting The Company shall (i) give Parent and its counsel the generality opportunity to review and comment on the Information Statement, and any amendment or supplement thereto, and all responses to requests for additional information by, and replies to comments of, the SEC (including by promptly notifying Parent of the foregoing, each Purchaser will furnish receipt of any comments or correspondence from the SEC with respect to the Information Statement and any requests by the SEC for any amendment or supplement to the Information Statement or for additional information) and shall give Parent the opportunity to participate in any discussions or meetings with the SEC, (ii) take into good faith consideration all comments reasonably proposed by Parent and (iii) not file such documents referred to in clause (i) of this sentence with the SEC prior to receiving the approval of Parent, not to be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by the Company which are incorporated by reference in the Information Statement, this right of approval shall apply only with respect to information relating to it required the Merger or the Transactions contemplated hereby or to Parent or its business, financial condition or results of operations. Each party shall use reasonable best efforts, after consultation with the other parties, to respond promptly to all comments of and requests by the Exchange Act and SEC with respect to the rules and regulations promulgated thereunder to be set forth in Information Statement. Each party will advise the other parties, promptly after it receives notice thereof, of any request by the SEC for amendment of the Information Statement. The Company shall use its reasonable best efforts to resolve all Commission comments with respect to will cause the Information Statement to be mailed as promptly as reasonably practicable after receipt thereof and to have the Information Statement has been cleared by the Staff SEC or after ten (10) calendar days have passed since the date of filing of the Commission preliminary Information Statement with the SEC without notice form the SEC of its intent to review the Information Statement; provided, however, that the Company shall have no obligation to mail the definitive Information Statement until the Approval Time. Each party shall furnish all information concerning itself and its Affiliates as promptly the Company may reasonably request and/or as reasonably practicable after such filingrequired by the rules and regulations promulgated by the SEC under the Exchange Act in connection with the preparation, filing and distribution of the Information Statement. If at any time prior to the Effective Time, any party discovers any information relating to the Company or any PurchaserCompany, Parent or any of their respective Affiliates, should be discovered by the Company or such Purchaser Affiliates that should be set forth in an amendment or supplement to the Information Statement 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 are were made, not misleading, the party that discovers such information shall promptly notify the other parties, parties and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission andSEC by the Company, and to the extent required by applicable Law, disseminated to the stockholders Company stockholders. Each of the Company entitled and Parent shall use its reasonable best efforts to notice thereof. Promptly after ensure that the Information Statement has been cleared complies as to form in all material respects with the rules and regulations promulgated by the Commission, in accordance with Rule 14c-2 promulgated SEC under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, and provide a copy of the Information Statement to its stockholders that are entitled to notice thereofAct.

Information Statement. As Subject to the terms and conditions of this Agreement, as soon as practicablereasonably practicable following the date hereof, the Seller shall prepare in consultation with the Buyer, and no later than ten (10) Business Days following the execution and delivery of this Agreement by the parties hereto, the Company Seller shall prepare and file with the Commission, in preliminary formSEC, an information statement that will be provided to the holders of Seller Common Stock, and any schedules required to be filed with the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to this Agreement and the issuance of the Purchased Shares pursuant hereto SEC in connection therewith (such information statementcollectively, including any amendment as amended or supplement theretosupplemented, the “Information Statement”). The Company Seller shall use its commercially reasonable efforts to cause the foregoing to be filed with the SEC, on a preliminary basis, not later than the twenty first (21st) day subsequent to the date hereof, but in no event shall the foregoing be filed more than thirty (30) days subsequent to the date hereof; provided, however, that, if on such thirtieth (30th) day, the Seller is ready to file such information statement subject only to the Buyer’s approval, such thirty (30) day time period shall be extended until receipt of the Buyer’s approval. The Seller and each Purchaser will cooperate the Buyer, as the case may be, shall promptly furnish all information concerning the Seller on the one hand, or the Buyer on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with each other in the preparation and filing with the SEC of the Information Statement. Without limiting Subject to the generality terms and conditions of this Agreement and all applicable Laws, the Seller shall use commercially reasonable efforts to cause the Information Statement to be disseminated to the holders of Seller Common Stock as promptly as practicable following the clearance thereof by the SEC or the expiration of the foregoing, each Purchaser will furnish to the Company the information relating to it required review period therefor if there is or has been no review by the SEC. The Information Statement must be mailed to holders of the Seller Common Stock at least twenty (20) days before the Closing. The Seller shall cause the Information Statement to, when filed with the SEC, comply in all material respects with the applicable requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all Commission comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the Staff of the Commission as promptly as reasonably practicable after such filingother Laws. If at any time prior to the Closing, any information relating to the Company Seller or any Purchaserthe Buyer, or any of their respective Affiliatesdirectors, officers or affiliates, should be discovered by the Company Seller or such Purchaser that the Buyer which should be set forth in an amendment or supplement to the Information Statement so that the Information Statement shall would not contain 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 light of the circumstances under which they are were made, not misleading, the party that Party which discovers such information shall promptly notify the other partiesParty hereto, and an appropriate amendment or supplement to the Information Statement describing such information shall be promptly prepared and filed with the Commission SEC and, to the extent required by applicable Law, disseminated to the stockholders holders of Seller Common Stock. The Seller shall provide the Company entitled Buyer and its counsel a reasonable opportunity to notice thereof. Promptly after review, comment and approve (which such approval shall not be unreasonably withheld or delayed) the Information Statement has been cleared by and any amendments or supplements thereto, prior to the Commission, in accordance filing thereof with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company SEC. The Seller shall promptly file advise the Buyer of any oral comments received from the SEC or its staff with respect to the Information Statement and shall provide to the Buyer and its counsel any and all written comments that the Seller or its counsel may receive from the SEC or its staff with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, and provide a copy of respect to the Information Statement promptly after receipt thereof. The Seller shall use its reasonable best efforts, after consultation with the Buyer, to its stockholders that are entitled respond to notice and resolve all SEC comments with respect to the Information Statement promptly after receipt thereof.

Information Statement. As soon (i) RCGI shall (A) as practicable, and no later than ten (10) Business Days following promptly as reasonably practicable after the execution and delivery date of this Agreement by the parties heretoAgreement, the Company shall prepare and file with the CommissionSEC the Information Statement, (B) respond as promptly as reasonably practicable to any comments received from the SEC with respect thereto and provide copies of such comments to the Buyer promptly upon receipt, (C) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in preliminary formresponse to any SEC comments or as required by Law, an information statement (D) use its reasonable best efforts to have cleared by the SEC the Information Statement and all other customary materials relating thereto, (E) cause the Information Statement and all required amendments and supplements thereto to be mailed to the holders of RCGI Common Shares entitled to receipt thereof as promptly as reasonably practicable after the later of (I) the tenth (10th) day after the filing of the type contemplated preliminary Information Statement with the SEC or (II) the second Business Day after RCGI is notified by Rule 14c-2 promulgated under the SEC that (1) it will not be reviewing the Information Statement or (2) that it has no further comments on the preliminary Information Statement, (F) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to RCGI's stockholders any supplement or amendment to the Information Statement if any event shall occur which requires such action at any time prior to the Exchange Act related Closing Date, and (G) otherwise use its reasonable best efforts to this Agreement comply with all requirements of Law applicable to the Information Statement and the issuance of the Purchased Shares pursuant hereto (such information statement, including any amendment or supplement thereto, the “Information Statement”)transactions contemplated hereby. The Company and each Purchaser will Buyer shall cooperate with each other RCGI in connection with the preparation and filing of the Information Statement. Without limiting the generality of the foregoing, each Purchaser will furnish including promptly furnishing RCGI upon request with any information with respect to the Company the information relating to it Buyer as may be required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information StatementStatement under the 1934 Act. The Company shall use its reasonable best efforts to resolve all Commission comments with respect RCGI will provide to the Information Statement as promptly as reasonably practicable after receipt thereof Buyer and its counsel the reasonable opportunity to have review and comment upon the Information Statement cleared by Statement, or any amendments or supplements thereto, prior to filing the Staff of same with the Commission as promptly as reasonably practicable after such filingSEC. If If, at any time prior to the Exchange Closing Date, any information relating to RCGI, the Company or any Purchaser, Subsidiaries or any of their respective Affiliates, Affiliates should be discovered by the Company or such Purchaser that RCGI which should be set forth in an amendment or supplement to the Information Statement Statement, so that the Information Statement Statement, as applicable, 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 are made, not misleading, the party that discovers such information RCGI shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission Buyer and, to the extent required by applicable Law, disseminated RCGI shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, and provide a copy of the Information Statement to its stockholders that are entitled to notice thereofRCGI's stockholders.

Information Statement. As soon promptly as practicable, and no later than ten (10) Business Days following practicable after the execution and delivery 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 by and the parties heretoSale. Thereafter, the Company Seller shall as promptly as practicable prepare and file with the Commission, in preliminary form, SEC an information statement to be delivered to the stockholders of Seller in connection with the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to this Agreement and the issuance of the Purchased Shares pursuant hereto Sale (such information statement, including any amendment or supplement thereto, the “Information Statement”). The Company Buyer shall promptly provide to Seller all information concerning its business and each Purchaser will 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 each other Seller’s counsel and auditors in the preparation of the Information Statement. Without limiting the generality Seller shall respond to any comments of the foregoingSEC, each Purchaser will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its commercially reasonable best efforts to resolve all Commission comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the Staff of the Commission SEC as promptly as reasonably practicable after such filing. If 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, each of Seller and Buyer shall prepare and file any time other filings required to be filed by it under the Exchange Act, the Securities Act or any information other Federal, foreign, state “blue sky” or related laws relating to the Company Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any Purchaserother government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to 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 of their respective Affiliatesits representatives, should be discovered by on the Company one hand, and the SEC or such Purchaser its staff or any other government officials, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Each of Seller and Buyer shall cause all documents that should it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement so that the Information Statement shall not contain or any untrue statement of a material fact Other Filing, Seller 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by Law, disseminated to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission in definitive form, substantially in the form previously cleared or filed with the CommissionBuyer, as the case may be, shall promptly inform the other of such occurrence and provide a copy cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the stockholders of the Information Statement to its stockholders that are entitled to notice thereofSeller and Buyer, such amendment or supplement.

Information Statement. (a) As soon promptly as practicable, reasonably practicable following the date of this Agreement (and no later than in any event within ten (10) Business Days following days after the execution and delivery of this Agreement date hereof; provided that the Company provides all information to the Purchaser as may be reasonably requested by the parties heretoPurchaser for inclusion in the Information Statement (as defined below) in advance of such ten (10) day period), the Company Purchaser shall prepare and file with the Commission, in preliminary form, an SEC a written information statement of the type contemplated by Rule 14c-2 promulgated of the Exchange Act containing the information specified in Schedule 14C under the Exchange Act related to concerning the Requisite Purchaser Consent, the Merger and the transactions contemplated by this Agreement and the issuance of the Purchased Shares pursuant hereto (such information statement, including any amendment or supplement thereto, the “Information Statement”). No filing of, or amendment or supplement to, the Information Statement will be made by the Purchaser without first providing the Company a reasonable opportunity to review and comment thereon, and the Purchaser shall include all reasonable additions, deletions and changes suggested by the Company in connection therewith. The Purchaser shall as promptly as reasonably practicable notify the Company and each Purchaser will cooperate with each other in the preparation of the Information Statement. Without limiting receipt of any comments from the generality of the foregoing, each Purchaser will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use SEC or its reasonable best efforts to resolve all Commission comments staff with respect to the Information Statement and of any requests the SEC or its staff for any amendment or supplement thereto or for additional information and shall provide to the Company, as promptly as reasonably practicable, copies of all written correspondence between the Purchaser or any of its Representatives and the SEC with respect to the Information Statement. If any comments are received from the staff of the SEC with respect to the Information Statement, the Purchaser shall respond as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the Staff such comments. Each of the Commission as promptly as reasonably practicable after Purchaser and the Company shall furnish all information concerning such filing. If at any time any information relating Person to the Company or any Purchaser, or any of their respective Affiliates, should other as may be discovered by the Company or such Purchaser that should be set forth in an amendment or supplement to the 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by Law, disseminated to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission in definitive form, substantially included in the form previously cleared or filed with the Commissionpreparation, as the case may be, filing and provide a copy distribution of the Information Statement or any amendment or supplement thereto or as may be reasonably required to its stockholders that are entitled respond to notice thereofany comment of the SEC.

Information Statement. As soon as practicableEach Party shall cooperate with the other Party in the preparation of the preliminary and the definitive Information Statement, and no later than ten (10) Business Days following the execution and delivery of this Agreement by the parties hereto, the Company including all amendments or supplements thereto. Carbon shall prepare and file with the Commission, in SEC the preliminary form, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to this Agreement and the issuance of the Purchased Shares pursuant hereto (such information statement, including any amendment or supplement thereto, the “Information Statement”). The Company and each Purchaser will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each Purchaser will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all Commission comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have following the date of this Agreement. No filing of, or amendment or supplement to, the Information Statement cleared will be made by Carbon without first providing the Purchaser a reasonable opportunity to review and comment on the portions expressly referencing Purchaser, and Carbon shall consider in good faith all reasonable additions, deletions and changes suggested by the Staff of Purchaser in connection therewith. If Carbon receives any comments from the Commission SEC with respect to the preliminary Information Statement and any requests by the SEC for any amendment or supplement thereto or for additional information with respect to the preliminary Information Statement, Carbon shall respond as promptly as reasonably practicable to such comments. The Purchaser shall, as promptly as reasonably practicable, provide Carbon with such information as may be required to be included in the Information Statement or as may be reasonably required to respond to any comment of the SEC. As promptly as reasonably practicable after all comments received from the staff of the SEC have been cleared by the SEC, Carbon shall file the definitive Information Statement with the SEC and cause such filingdefinitive Information Statement to be mailed to its stockholders of record. If at any time prior to the Closing Date, any information relating to the Company Purchaser or any PurchaserCarbon, or any of their respective Affiliates, should be directors or officers, is discovered by the Company Purchaser or such Purchaser Carbon that should be set forth in an amendment or supplement to the Information Statement Statement, so that the Information Statement shall would not contain 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 light of the circumstances under which they are were made, not misleading, the party Party that discovers such information shall promptly notify the other partiesParty, and Carbon shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by Lawapplicable Legal Requirements, disseminated disseminate such amendment or supplement to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, and provide a copy of the Information Statement to its stockholders that are entitled to notice thereofCarbon.

Information Statement. As soon as practicable, and no later than ten (10) Business Days Immediately following the execution and delivery of this Agreement by the parties heretoAgreement, the Company shall prepare and file with the Commission, in preliminary form, transmit to each Stockholder an information statement of in form and substance reasonably acceptable to APC (as the type contemplated by Rule 14c-2 promulgated under the Exchange Act related same may be amended and supplemented from time to this Agreement and the issuance of the Purchased Shares pursuant hereto (such information statement, including any amendment or supplement theretotime, the “Information Statement”). The Company ) for Stockholders to approve this Agreement and each Purchaser will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each Purchaser will furnish transactions contemplated hereby pursuant to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information StatementStockholders’ Written Consent. The Company shall use its reasonable best efforts promptly advise APC in writing if at any time prior to resolve all Commission comments with respect the Effective Time the Company obtains knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the Staff of the Commission as promptly as reasonably practicable after such filing. If at any time any information relating to the Company or any Purchaser, or any of their respective Affiliates, should be discovered by the Company or such Purchaser that should be set forth in an amendment or supplement to the 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 contained therein not misleading. The Information Statement shall contain (i) the unanimous recommendation of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by Law, disseminated to the stockholders board of directors of the Company entitled that the Stockholders approve this Agreement and the transactions contemplated hereby and the unanimous conclusion of the board of directors that the terms and conditions of the Merger are fair and reasonable to notice thereof. Promptly after the Information Statement has been cleared Stockholders; (ii) any notices required by the Commission, in accordance with Rule 14c-2 promulgated ABCA; and (iii) the notice of appraisal and/or dissenters’ rights required pursuant to the ABCA to Stockholders who may elect to exercise such rights under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement ABCA in connection with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, and transactions contemplated hereby. The Company will provide a copy copies of drafts of the Information Statement to APC and will mail the Information Statement to Stockholders only after APC and its stockholders that are entitled legal counsel shall have approved and agreed to the content of the disclosure in the Information Statement (such approval not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary contained herein, the Company shall not include in the Information Statement any information with respect to APC or its Affiliates, the form and content of which information shall not have been approved in writing by APC prior to such inclusion. Following the mailing of the Information Statement to Stockholders, the Company shall deliver by any manner permitted by the ABCA any subsequent notice thereofrequired to be delivered with respect to appraisal rights pursuant to the ABCA.

Information Statement. As soon promptly as practicable, and no later than ten (10) Business Days reasonably practicable following the execution and delivery date of this Agreement by the parties heretoAgreement, the Company APTI and CCHI shall prepare cooperate in preparing and file shall cause to be filed with the CommissionSEC a mutually acceptable Information Statement, in preliminary form, an information statement pursuant to Section 14(c) of the type contemplated by Rule 14c-2 promulgated under the Securities and Exchange Act related to this Agreement and the issuance of the Purchased Shares pursuant hereto 1934, (such information statement, including any amendment or supplement thereto, the “Information Statement”). The Company Each of APTI and each Purchaser will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each Purchaser will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company CCHI shall use its reasonable best efforts to resolve all Commission comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the Staff SEC. Each of the Commission APTI and CCHI shall, as promptly as reasonably practicable after receipt thereof, provide the other parties with copies of any written comments, and advise each other of any oral comments, with respect to the Information Statement received from the SEC. APTI and CCHI shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement prior to filing such filingwith the SEC, and each will provide each other party with a copy of all such filings made with the SEC. If Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Information Statement shall be made without the approval of both APTI and CCHI, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Information Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that APTI, in connection with a change in the recommendation of the APTI Board as to the Transaction, and CCHI, in connection with a change in the recommendation of the CCHI Board as to the Transaction, may amend or supplement the Information Statement (including by incorporation by reference) to effect such a change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors’ deliberations and conclusions accurately described. APTI will use reasonable best efforts to cause the Information Statement to be mailed to APTI shareholders, as promptly as practicable after the Information Statement has been reviewed and approved for mailing. If, at any time prior to the Effective Time, any information relating to the Company APTI or any PurchaserCCHI, or any of their respective Affiliates, should be officers or directors, is discovered by the Company APTI or CCHI and such Purchaser that information should be set forth in an amendment or supplement to the Information Statement so that the Information Statement shall any of such documents would not contain 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 light of the circumstances under which they are were made, not misleading, the party that discovers hereto discovering such information shall promptly notify the other partiesparties and, and to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by Law, SEC and disseminated to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, and provide a copy of the Information Statement to its stockholders that are entitled to notice thereofAPTI.

Information Statement. As soon as practicable, and no later than ten (10) Business Days practicable following the execution and delivery of this Agreement by the parties heretodate hereof, the Company shall prepare and file with the Commission, SEC the preliminary Information Statement in preliminary form, an information statement of the type contemplated by accordance with Rule 14c-2 promulgated under the Exchange Act related to this Agreement and the issuance of the Purchased Shares pursuant hereto 14C (such information statement, including any amendment or supplement thereto, the “Information Statement”)) to be sent to the Shareholders of the Company in connection with the written consent referred to in Section 6.1. The Parent, Merger Sub and the Company and each Purchaser will cooperate and consult with each other and their respective counsel in the preparation of the Information Statement. Without limiting the generality of the foregoing, each Purchaser Parent will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall not file the preliminary Information Statement, or any amendment or supplement thereto, without providing the Parent a reasonable opportunity to review and comment thereon. The Company shall include therein any reasonable comments provided by Parent. Each party shall use its commercially reasonable best efforts to resolve resolve, and each party agrees to consult and cooperate with the other party in resolving, all Commission SEC comments with respect to the preliminary Information Statement as promptly as practicable after receipt thereof and to cause the Information Statement in definitive form to be mailed to the Company’s Shareholders as promptly as reasonably practicable following filing with the SEC. Each party agrees to consult with the other party prior to responding to SEC comments with respect to the preliminary Information Statement. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. Each party shall as soon as reasonably practicable (i) notify the other parties of the receipt of any comments from the SEC with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared any request by the Staff of the Commission as promptly as reasonably practicable after such filing. If at SEC for any time any information relating to the Company or any Purchaser, or any of their respective Affiliates, should be discovered by the Company or such Purchaser that should be set forth in an amendment or supplement to the Information Statement so that or for additional information and (ii) provide each other party with copies of all correspondence between a party and its employees and other authorized representatives, on the one hand, and the SEC, on the other hand, with respect to 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by Law, disseminated to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, and provide a copy of the Information Statement to its stockholders that are entitled to notice thereofStatement.

Information Statement. As soon as practicable, and no later than ten (10) Business Days following the execution and delivery of this Agreement by the parties hereto, the Company shall prepare and file with the Commission, in preliminary form, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to this Agreement and the issuance of the Purchased Shares pursuant hereto (such information statement, including any amendment or supplement thereto, the “Information Statement”). The Company and each Purchaser will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each Purchaser will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company AQSP shall use its reasonable best efforts to resolve ensure that the Information Statement complies in all Commission material respects with the applicable provisions of the Securities Act and Exchange Act. AQSP shall promptly provide the Company and its counsel with any comments or other communications, whether written or oral, that AQSP or its counsel may receive from the SEC or its staff with respect to the preliminary Information Statement as promptly as reasonably practicable after the receipt thereof of such comments and AQSP shall give reasonable and good faith consideration to have the Information Statement cleared by the Staff of the Commission as promptly as reasonably practicable after such filing. If at any time any information relating to the Company or any Purchaser, or any of their respective Affiliates, should be discovered comments made by the Company or its counsel. AQSP shall use commercially reasonable efforts to respond to any such Purchaser that should be set forth comments in an amendment expeditious matter (and the Company and the Company Owners shall provide timely, reasonable cooperation to AQSP in respect of any such comments). As soon as practicable following the resolution of any such comments from the SEC, or supplement to in the event AQSP has not received any communications from the SEC regarding preliminary Information Statement so within ten (10) Business Days of the filing thereof (or has been notified by the SEC that the SEC will not comment on the preliminary 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 thereinStatement), in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the extent required by Law, disseminated to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the Commission, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company then AQSP shall promptly file the a definitive Information Statement with the Commission in definitive form, substantially in the form previously cleared or filed with the Commission, as the case may be, SEC and provide a copy of shall cause the Information Statement to its be disseminated to AQSP’s stockholders that are entitled in accordance with the Exchange Act as promptly as practicable thereafter (with the first day on which the definitive Information Statement is mailed to notice thereofan AQSP stockholder being the “Mailing Date”). AQSP shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws, and the rules and regulations thereunder in connection with the issuance of AQSP Common Stock in the Merger, and the Company shall furnish to AQSP all information concerning the Company as may be reasonably requested in connection with any such actions.

Information Statement. As soon as practicable, and no later than ten (10) Business Days five days following the execution and delivery of this Agreement by the parties hereto, the Company shall prepare and file with the CommissionSEC, in preliminary form, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to this Agreement and the issuance of the Purchased Shares pursuant hereto (such information statement, including any amendment or supplement thereto, the “Information Statement”). The Company and each Purchaser will cooperate with each other in the preparation of the Information Statement. Without limiting the generality of the foregoing, each Purchaser will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its all commercially reasonable best efforts to resolve all Commission SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the Staff of the Commission SEC as promptly as reasonably practicable after such filing. If at any time any information relating to the Company or any Purchaser, or any of their respective Affiliates, should be discovered by the Company or such Purchaser that should be set forth in an amendment or supplement to the 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the Commission SEC and, to the extent required by Law, disseminated to the stockholders of the Company entitled to notice thereof. Promptly after the Information Statement has been cleared by the CommissionSEC, in accordance with Rule 14c-2 promulgated under the Exchange Act and Section 228(e) of the DGCL, the Company shall promptly file the Information Statement with the Commission SEC in definitive form, substantially in the form previously cleared or filed with the CommissionSEC, as the case may be, and provide mail a copy of the Information Statement to its stockholders that are entitled to notice thereof.