Common use of Information Statement and Filings Clause in Contracts

Information Statement and Filings. (a) As soon as practicable after the date hereof, the Company shall: (i) prepare (A) an information statement relating to the approval under NASDAQ Listing Rule 5635(d) of the issuance (the “Issuance”) of shares of Common Stock (i) to certain investors pursuant to the Private Subscription Agreements and (ii) to the Debt Holder pursuant to this Agreement (and to Xxxxx Xxxxxxxxxx in connection with the Xxxxxxxxxx Exchange) as contemplated by and in accordance with Regulation 14C under the Securities Exchange Act of 1934, as amended (an “Information Statement”; for the sake of clarity, the Authorized Capital Increase will be addressed in the Information Statement) and (B) an amendment to the Company’s definitive proxy statement on Schedule 14A, previously filed with the SEC on March 22, 2010 with respect to proposal 3 contained therein, which relates to the increase in the number of shares of Common Stock authorized for issuance by the Company (the “Proxy Statement Amendment”); (ii) file the Information Statement and Proxy Statement Amendment with the SEC and use its reasonable best efforts to have the preliminary Information Statement cleared by the SEC as promptly as practicable; and (iii) (A) cause the definitive Information Statement and Proxy Statement Amendment to be disseminated to the stockholders of the Company in accordance with the provisions of the DGCL and Regulation 14A or 14C, as the case may be, as soon as possible (and in the case of the definitive Information Statement, after the preliminary Information Statement is cleared with the SEC) and (B) use its reasonable best efforts to provide on a timely basis additional information required by NASDAQ with respect to its Listing of Additional Shares notification for the Securities. (b) The Company shall give the Debt Holder and its legal counsel a reasonable opportunity to review, and shall consider all reasonable changes suggested by the Debt Holder regarding, the documents described in Section 4.1(a), any amendment or supplement thereto, and any related proposed response to any comment of the SEC staff by the Company or its representatives (collectively, the “SEC Documents”) prior to filing of any such SEC Document with the SEC, and promptly provide the Debt Holder with SEC comments or requests (including summaries of any oral comments) related to the SEC Documents. Each of the parties hereto shall correct promptly any information provided by it to be used specifically in the SEC Documents, if required, that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the SEC Documents so as to correct the same and to cause the SEC Documents as so corrected to be disseminated to the stockholders of Company, in each case to the extent required by applicable law.

Information Statement and Filings. (a) As soon as practicable after the date hereof, the Company shall: (i) prepare (A) an information statement relating to the approval under NASDAQ Listing Rule 5635(d) of the issuance (the “Issuance”) of shares of Common Stock (i) to certain investors in a private placement pursuant to a Securities Subscription and Purchase Agreement between the Private Subscription Agreements Company and the investors named therein, dated as of the date hereof, and (ii) to the Debt Holder pursuant to this Agreement (and to Xxxxx Xxxxxxxxxx Prides Capital Fund I, L.P. in connection with the Xxxxxxxxxx Exchangeits exchange of debt for shares of Common Stock) as contemplated by and in accordance with Regulation 14C under the Securities Exchange Act of 1934, as amended (an “Information Statement”; for the sake of clarity, the Authorized Capital Increase will be addressed in the Information Statement) and (B) an amendment to the Company’s definitive proxy statement on Schedule 14A, previously filed with the SEC on March 22, 2010 with respect to proposal 3 contained therein, which relates to the increase in the number of shares of Common Stock authorized for issuance by the Company (the “Proxy Statement Amendment”); (ii) file the Information Statement and Proxy Statement Amendment with the SEC and use its reasonable best efforts to have the preliminary Information Statement cleared by the SEC as promptly as practicable; and (iii) (A) cause the definitive Information Statement and Proxy Statement Amendment to be disseminated mailed to the stockholders of the Company in accordance with the provisions of the DGCL and Regulation 14A or 14C, as the case may be, as soon as possible (and in the case of the definitive Information Statement, after the preliminary Information Statement is cleared with the SEC) and (B) use its reasonable best efforts to provide on a timely basis additional information required by NASDAQ with respect to its Listing of Additional Shares notification for the Securities. (b) The Company shall give the Debt Holder and its legal counsel a reasonable opportunity to review, and shall consider all reasonable changes suggested by the Debt Holder regarding, the documents described in Section 4.1(a), any amendment or supplement thereto, and any related proposed response to any comment of the SEC staff by the Company or its representatives (collectively, the “SEC Documents”) prior to filing of any such SEC Document with the SEC, and promptly provide the Debt Holder with SEC comments or requests (including summaries of any oral comments) related to the SEC Documents. Each of the parties hereto shall correct promptly any information provided by it to be used specifically in the Information Statement and Proxy Statement Amendment (the “SEC Documents”), if required, that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the SEC Documents so as to correct the same and to cause the SEC Documents as so corrected to be disseminated to the stockholders of Company, in each case to the extent required by applicable law.

Information Statement and Filings. (a) As soon as practicable after the date hereof, the Company shall: (i) prepare (A) an information statement relating to the approval under NASDAQ Listing Rule 5635(d) of the issuance (the “Issuance”) of shares of Common Stock (i) to certain investors pursuant to the Private Subscription Agreements and (ii) to the Debt Holder pursuant to this Agreement (and to Xxxxx Xxxxxxxxxx in connection with the Xxxxxxxxxx Exchange) as contemplated by and in accordance with Regulation 14C under the Securities Exchange Act of 1934, as amended (an “Information Statement”; for the sake of clarity, the Authorized Capital Increase will be addressed in the Information Statement) and (B) an amendment to the Company’s definitive proxy statement on Schedule 14A, previously filed with the SEC on March 22, 2010 with respect to proposal 3 contained therein, which relates to the increase in the number of shares of Common Stock authorized for issuance by the Company (the “Proxy Statement Amendment”); (ii) file the Information Statement and Proxy Statement Amendment with the SEC and use its reasonable best efforts to have the preliminary Information Statement cleared by the SEC as promptly as practicable; and (iii) (A) cause the definitive Information Statement and Proxy Statement Amendment to be disseminated to the stockholders of the Company in accordance with the provisions of the DGCL and Regulation 14A or 14C, as the case may be, as soon as possible (and in the case of the definitive Information Statement, after the preliminary Information Statement is cleared with the SEC) and (B) use its reasonable best efforts to provide on a timely basis additional information required by NASDAQ with respect to its Listing of Additional Shares notification for the Securities. (b) The Company shall give the Debt Holder and its legal counsel a reasonable opportunity to review, and shall consider all reasonable changes suggested by the Debt Holder regarding, the documents described in Section 4.1(a), any amendment or supplement thereto, and any related proposed response to any comment of the SEC staff by the Company or its representatives (collectively, the “SEC Documents”) prior to filing of any such SEC Document with the SEC, and promptly provide the Debt Holder with SEC comments or requests (including summaries of any oral comments) related to the SEC Documents. Each of the parties hereto shall correct promptly any information provided by it to be used specifically in the SEC Documents, if required, that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the SEC Documents so as to correct the same and to cause the SEC Documents as so corrected to be disseminated to the stockholders of Company, in each case to the extent required by applicable law.