Information Statement; Shareholder Consent Clause Samples

Information Statement; Shareholder Consent. (a) The Company shall, in accordance with the Company Certificate of Incorporation and the Company Bylaws and the applicable requirements of the DGCL (including Sections 228 and 262 of the DGCL), (i) prepare an information statement describing the material terms of this Agreement, the Merger, the other transactions contemplated by this Agreement and the provisions of Section 262 of the DGCL (the “Information Statement”), (ii) within ten (10) days after the date hereof, cause a copy of the Information Statement to be delivered to the physical or electronic address on record for each Company Shareholder who is entitled to vote upon adoption of this Agreement, and (iii) actively solicit from each Company Shareholder who did not sign the Shareholder Consent as of the date hereof an executed joinder to the Shareholder Consent and an accredited investor certificate regarding such Effective Time Holder’s status as an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act (it being understood that each Company Shareholder that executes the Shareholder Consent shall deliver such certificate with its counterpart signature page to the Shareholder Consent). (b) Without limiting the generality of the foregoing, if any Company Shareholders party to the Voting Agreement have not executed a joinder to the Shareholder Consent by the time the Information Statement is delivered to the Company Shareholders, the Information Statement shall include the drag-along notice contemplated by Section 1.7 of the Voting Agreement. (c) Notwithstanding anything to the contrary contained herein, the Company shall deliver to Parent the executed Shareholder Consent by 11:59 p.m. (New York City time) on the date hereof.