Common use of Information Statement; Merger Consent Clause in Contracts

Information Statement; Merger Consent. (a) Immediately following the execution and delivery of this Agreement by the parties hereto, the Company shall, in accordance with the DGCL and the Company’s by-laws, take all action necessary to seek and obtain the Stockholder Approval by irrevocable written consent of the Stockholder in the form attached as Exhibit A to the Voting Agreement and any other stockholders of the Company reasonably requested by Parent (the “Merger Consent”) as promptly as practicable. The Company shall comply with the DGCL, the Company’s certificate of incorporation and the Company’s by-laws, the Exchange Act (including Regulation 14C and Schedule 14C promulgated under the Exchange Act) and the rules and regulations of the NYSE in connection with the Merger Consent, including (i) preparing and delivering the Information Statement to the Company’s stockholders as required pursuant to the Exchange Act and Section 5.3(b) and (ii) giving prompt notice of the taking of the actions described in the Merger Consent in accordance with Section 228 of the DGCL to all holders of Common Stock not executing the Merger Consent, together with any additional information required by the DGCL, including a description of the appraisal rights of holders of Common Stock available under Section 262 of the DGCL.

Information Statement; Merger Consent. (a) Immediately Promptly following the execution and delivery of this Agreement by the parties hereto, the Company shall, in accordance with the DGCL and the Company’s by-lawsbylaws, take all action necessary to seek and obtain obtain, as promptly as practicable, the Stockholder Approval by irrevocable written consent of the MP Stockholder in the form attached as Exhibit A to the Voting Agreement and any other stockholders of the Company reasonably requested by Parent C (the “Merger Consent”) as promptly as practicable). The Company shall comply with the DGCL, the Company’s amended and restated certificate of incorporation and the Company’s by-lawsamended and restated bylaws, and the Exchange Act (including Regulation 14C and Schedule 14C promulgated under the Exchange Act) and the rules and regulations of the NYSE in connection with the Merger ConsentStockholder Approval, including (i) preparing and delivering the Information Statement to the Company’s stockholders as required pursuant to the Exchange Act and Section 5.3(b) and (ii) giving prompt notice of the taking of the actions described in the Merger Consent in accordance with Section 228 of the DGCL to all holders of Common Stock not executing the Merger Consent, together with any additional information required by the DGCL, including Consent and providing a description of the appraisal rights of holders of Company Common Stock available under Section 262 of the DGCLDGCL and any other disclosures with respect to appraisal rights required by Delaware law.

Information Statement; Merger Consent. (a) Immediately following the execution and delivery of this Agreement by the parties hereto, the The Company shall, in accordance with the DGCL and the Company’s by-lawsCharter Documents, take all action necessary to seek and obtain the Stockholder Approval Requisite Company Vote by irrevocable written consent of the Stockholder stockholders of the Company in the form attached as Exhibit A to the Voting Agreement and any other stockholders of the Company reasonably requested by Parent B (the “Merger Consent”) as promptly as practicableand deliver the Merger Consent to Parent no more than one (1) Business Day after the execution of this Agreement. The Merger Consent shall automatically terminate upon, and be of no further force and effect from and after, any termination of this Agreement. The Company shall comply with the DGCL, the Company’s certificate of incorporation Charter Documents, and the Company’s by-laws, the Exchange Act (including Regulation 14C and Schedule 14C promulgated under the Exchange Act) and the rules and regulations of the NYSE in connection with the Merger Consent, including (i) preparing and delivering the Information Statement to the Company’s stockholders as required pursuant to the Exchange Act and Section 5.3(b5.06(b) and providing a description of the appraisal rights of holders of Company Common Stock available under Section 262 of the DGCL, and (ii) giving prompt notice of the taking of the actions described in the Merger Consent in accordance with Section 228 of the DGCL to all holders of Company Common Stock not executing the Merger Consent, together with any additional information required by the DGCL, including a description of the appraisal rights of holders of Common Stock available under Section 262 of the DGCL.