Common use of Information Statement Clause in Contracts

Information Statement. None of the information contained in the Schedule 14D-9, the information statement, if any, filed by the Company in connection with the Offer pursuant to Rule 14f-1 under the Exchange Act (the "Information Statement"), or incorporated by reference therein or any amendment or supplement thereto, at the respective times such documents are filed with the 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 circumstances under which they are made, not misleading, except that no representation is made by the Company 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 filing 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. If at any time prior to the Effective Time the Company's executive officers shall obtain knowledge of any facts with respect to itself, any of its officers and directors or REI Barbados that would require the supplement or amendment to any of the 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. None 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 (or, 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) prepare and file with the SEC the Information Statement in preliminary form as required by the Exchange Act and the rules and regulations promulgated thereunder. The Company shall obtain and furnish the information contained required to be included in the Schedule 14D-9Information 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 (which approval shall not 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 earliest practicable date. If at any time prior to the Closing, any information relating to the Offer, the information statementMerger, if anythe Company, filed Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in connection with the Offer pursuant to Rule 14f-1 under the Exchange Act (the "Information Statement"), or incorporated by reference therein or any an amendment or supplement thereto, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's shareholdersInformation Statement, 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 so that the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company 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 filing with the SEC, 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 made, not misleading. If at any time prior to the Effective Time the Company's executive officers shall obtain knowledge of any facts with respect to itself, any of its officers and directors or REI Barbados that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or to comply with applicable Lawsthe party which discovers such information shall promptly notify the other party, such and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as required by Law, and 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. None of the information contained in the Schedule 14D-9PICA, the information statementwith PRA’s assistance at PICA’s reasonable request, if anyshall prepare and provide to Eligible Members, filed by the Company in connection with the Offer pursuant solicitation of approval of the Plan of Conversion, an information statement relating to Rule 14f-1 under the Exchange Act Plan of Conversion and the Sale, including a copy of the Plan of Conversion (the "“Information Statement"), or incorporated by reference therein or any amendment or supplement thereto, at ”) and use commercially reasonable efforts to obtain and furnish the respective times such documents are filed with the 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 information required to be stated therein 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. Each of PICA and PRA agrees that the information provided and to be provided by PICA or necessary in order to make PRA, as the statements thereincase may be, specifically for use in the light of the circumstances under which they are madeInformation Statement shall not, not misleading, except that no representation is made by the Company with respect to the information supplied by such party (i) on the Parent or Merger Sub specifically for inclusion in date upon which the Schedule 14D-9 or Information Statement or any amendment or supplement. None of the information supplied or is mailed to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents willEligible Members, at (ii) on the date of filing with the SECpublic 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 vote 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. If at any time No less than three days prior to the Effective Time the Company's executive officers shall obtain knowledge of any facts with respect to itself, any of its officers and directors or REI Barbados that would require the supplement or amendment to any filing of the foregoing documents in order to make Information Statement with the statements therein, in the light Director of the circumstances under which they were madeDivision, not misleadingPICA shall 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 comply with applicable Laws, correct as promptly as practicable any such information provided by it that shall have become false or misleading in any material respect and to take all steps necessary to furnish to the Director and obtain the approval of the Director for any amendment or supplement shall to the Information Statement so as to correct the same and to cause the Information Statement as so corrected to be promptly filed with disseminated to Eligible Members to the SEC and, as extent required by or advisable under Applicable 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. None Headwaters will prepare, with the cooperation of HTI, the Information Statement to be sent to the HTI Stockholders to solicit agreement to the terms of the Exchange Agreement and related documents. Insofar as the Information Statement contains information contained in the Schedule 14D-9, the information statement, if any, filed by the Company in connection with the Offer pursuant pertaining to Rule 14f-1 under the Exchange Act (the "Information Statement"), or incorporated by reference therein or any amendment or supplement theretoHeadwaters, at the respective times such documents are filed with the SEC or first published, sent or given time of its mailing to the Company's shareholdersHTI Stockholders and at the time of the execution and closing of the Exchange Agreement, contain or the Information Statement 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 circumstances under which they are made, not misleading, except that no representation is made by the Company 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 filing with the SEC, contain any 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 made, not misleading. If at any time prior to the Effective Time the Company's executive officers shall obtain knowledge of any facts with respect to itself, any of its officers and directors or REI Barbados that would require the supplement or amendment to any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or to comply with applicable Lawsand Headwaters will advise HTI in writing if, such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated prior to the shareholders execution and closing of the CompanyExchange Agreement, and in the event the Parent it shall advise the Company as to its obtaining obtain knowledge of any facts that would make it necessary to supplement or amend any the Information Statement to comply with applicable laws. Information provided by HTI for inclusion in the Information Statement, at the time of its mailing to the HTI Stockholders and at the time of the foregoing documentsexecution and closing of the Exchange Agreement, will contain no untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Company statements therein, in light of the circumstances under which they are made, not misleading, and Headwaters will advise HTI in writing if, prior to the execution and closing of the Exchange Agreement, it shall promptly obtain knowledge of any facts that would make it necessary to supplement or amend or supplement such document as required 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 distribute adopt the same to its shareholdersExchange Agreement and the Transaction.

Information Statement. None The Company shall, prior to Closing, prepare, distribute and/or mail or cause to be distributed or mailed (including by electronic transmission as permitted) to each Shareholder in accordance with Sections 228(e) and 262 of the information contained in the Schedule 14D-9DGCL and, if applicable, the CCC, an information statement, if anywhich (i) describes the principal terms of this Agreement, filed (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 (B) receipt of the required Shareholder vote with respect to the adoption of this Agreement and approval of the Merger and consummation of the Merger and the other transactions contemplated hereby in connection accordance with Section 228(e) of the Offer pursuant DGCL, (iii) provides a copy of Section 262 of the DGCL and Chapter 13 of the CCC, and a description regarding the procedures relating to Rule 14f-1 appraisal rights and dissenters’ rights and exercise thereof under the Exchange Act DGCL and the CCC to the extent such appraisal rights and dissenters’ rights are exercisable under the DGCL and the CCC, (iv) contains such other information as the "Company deems appropriate (together with any amendments or supplements thereto, the “Information Statement"”). The Company shall cause the content and distribution of the Information Statement to comply with applicable Law, or incorporated by reference therein or any amendment or supplement thereto, at and cause the respective times such documents are filed with the SEC or first published, sent or given Information Statement to the Company's shareholders, contain or will be accurate and complete and not contain any untrue statement of a material fact fact, or omit or will 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 are made, not misleading; provided, except that no representation is made by the Company has no such obligation, responsibility or liability with respect to information supplied or comments provided by the Parent or Merger Sub specifically Buyer for inclusion in the Schedule 14D-9 or Information Statement. Buyer shall in no way be responsible for any of the content of the Information Statement except for information regarding Buyer or the Merger Sub supplied in writing by Buyer expressly for inclusion therein or any amendment comments or supplementinformation that Buyer requests in writing be included in such Information Statement. None of the information supplied or to be supplied by the The Company for inclusion or incorporation by reference in the Offer Documents willshall, at the date of filing 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. If at any time prior to the Effective Time the Company's executive officers shall obtain knowledge Closing and in advance of any facts with respect to itself, any of its officers and directors or REI Barbados that would require the supplement or amendment to any of the 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 distribution thereof to the shareholders Company Shareholders, provide Buyer with copies of and a reasonable opportunity to review and comment on the Company, Information Statement and in any other materials to be distributed to 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 shareholdersShareholders.

Information Statement. None of the information contained in the Schedule 14D-9, the information statement, if any, (a) Each document required to be filed by the Company with the SEC in connection with the Offer pursuant to Transactions (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the information statement of the Company containing information required by Regulation 14C and Schedule 14 C under the Exchange Act, and, if applicable, Rule 14f-1 13e-3 and Schedule 13E-3 under the Exchange Act (together with all amendments and supplements thereto, the "Information StatementINFORMATION STATEMENT"), or incorporated by reference therein or any amendment or supplement thereto, at the respective times such documents are to be filed with the SEC in connection with the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this SECTION 3.12(a) will not apply to statements or first published, sent or given omissions included in the Company Disclosure Documents based upon information furnished 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 Company in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made writing by the Company with respect to information supplied by the Parent or Merger Sub specifically for inclusion in use therein. (b) At the Schedule 14D-9 or time the Information Statement or any amendment or supplement. None supplement thereto is first mailed to stockholders of the information supplied Company, the Information Statement, as supplemented or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents willamended, at the date of filing with the SECif applicable, 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 at any time prior to the Effective Time the Company's executive officers shall obtain knowledge of any facts with respect to itself, any of its officers and directors or REI Barbados that would require the supplement or amendment to any of the foregoing documents in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable Laws. At the time of the filing of any Company Disclosure Document other than the Information Statement and at the time of any distribution thereof, such amendment Company Disclosure Document will not contain any untrue statement of a material fact or supplement shall be promptly filed with omit to state a material fact necessary in order to make the SEC andstatements made therein, as required by Lawin the light of the circumstances under which they were made, disseminated not misleading. The representations and warranties contained in this SECTION 3.12(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the shareholders of the Company, and Company in the event the writing by 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 shareholdersMerger Sub specifically for use therein.

Information Statement. None (a) Promptly after the Form S-4 Registration Statement shall have been declared effective under the Securities Act, and in any event no later than two (2) Business Days following the later of the information contained in date that Parent provides printed copies of the Schedule 14D-9Form S-4 Registration Statement to the Company for delivery to the Stockholders and the date of the Parent Information Approval contemplated below, the Company shall cause to be mailed (including by electronic means) to Stockholders an information statement, if any, filed statement (the “Information Statement”) prepared by the Company in connection Company, with the Offer pursuant cooperation of Parent, to Rule 14f-1 under solicit the Exchange Act (Written Consent. Each of Parent and the "Information Statement"), or incorporated by reference therein or any amendment or supplement thereto, at the respective times such documents are filed with the SEC or first published, sent or given Company agree to provide promptly 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 other such information concerning its business and financial statements thereinand affairs as, in the light reasonable judgment of the circumstances under which they are madeproviding Party or its counsel, not misleading, except that no representation is made by the Company with respect to information supplied by the Parent may be required or Merger Sub specifically appropriate for inclusion in the Schedule 14D-9 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. Except for information included in the Form S-4 Registration Statement, the Company shall not include in the Information Statement any information with respect to Parent or its Affiliates, the form and content of which information shall not have been approved by Parent prior to such inclusion (such approval not to be unreasonably withheld, conditioned or delayed) (any approval of Parent required in this sentence, the “Parent Information Approval”). (b) The Company covenants and agrees that the Information Statement (other than the information set forth in the Form S-4 Registration Statement, which is subject to the terms of Section 4.3) (Form S-4 Registration Statement; Proxy Statement/Prospectus), (and the letter to stockholders and form of Written Consent included therewith), will not, at the time that the Information Statement or any amendment or supplement. None of supplement thereto is first mailed to 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 filing with the SECStockholders, 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. If at any time prior to Notwithstanding the Effective Time foregoing, the Company's executive officers shall obtain knowledge of any facts Company makes no covenant, representation or warranty with respect to itselfstatements made in the Information Statement (and the letter to the Stockholders and form of Written Consent included therewith), any of its officers and directors or REI Barbados that would require the supplement or amendment to any if any, based on information furnished in writing by Parent specifically for inclusion therein. Each of the foregoing documents in order Parties shall use commercially reasonable efforts to make cause the statements therein, in the light of the circumstances under which they were made, not misleading, or Information Statement to comply with the applicable Laws, such amendment or supplement shall be promptly filed with rules and regulations promulgated by the SEC and, as required by Law, disseminated to the shareholders in all material respects. (c) Promptly following receipt 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 documentsStockholder Approval, the Company shall promptly amend or supplement prepare and email a notice (the “Stockholder Notice”) to every Stockholder, except any stockholder as to which the Company does not have an email address, in which case the Company shall use its reasonable best efforts to provide the Stockholder Notice to such document person by acceptable alternative means, that did not execute the Written Consent. The Stockholder Notice shall (i) include a statement to the effect that the Company Board determined that the Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the Stockholders and approved and adopted this Agreement, the Merger and the Transactions, (ii) provide the Stockholders to whom it is sent with notice of the actions taken in the Written Consent, including the adoption and approval of this Agreement, the Merger and the Transactions in accordance with Section 228(e) of the DGCL and the Company Organizational Documents and (iii) include a description of the appraisal rights of the Stockholders available under the DGCL, along with such other information as is required thereunder and distribute pursuant to Applicable Law. All materials (including any amendments thereto) submitted to the same Stockholders in accordance with this Section 4.4 shall be subject to its shareholdersParent’s advance review and reasonable comment.

Information Statement. None (a) Each of Celestial and PDI agrees to cooperate in the preparation of an information statement containing the information contained specified in the Schedule 14D-9, the information statement, if any, filed by the Company in connection with the Offer pursuant to 14C (Rule 14f-1 14c-101 under the Exchange Act 1934 Act) (the "Information Statement")) to be filed by Celestial with the SEC in connection with the consummation of the Merger and the issuance of Common Stock of the Surviving Corporation in the Merger. PDI agrees to furnish to Celestial all information concerning PDI, its subsidiaries, officers, directors, and stockholders as may be reasonably requested in connection with the foregoing. (b) Each of PDI and Celestial agrees, as to itself and its subsidiaries, that none of the information supplied by it for inclusion or incorporated incorporation by reference therein in the Information Statement or in any amendment or supplement thereto, at the respective times such documents are other document to be filed with the 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 which, at the statements therein, time and in the light of the circumstances under which they are such statement is made, not misleading, except that no representation is made by the Company will be false or misleading with respect to information supplied by the Parent any material fact, 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 filing with the SEC, contain any untrue statement of a material fact or which will omit 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 any earlier statement in the Information Statement or any amendment or supplemental thereto. Celestial agrees that the Information Statement will comply as to form in all material respects with the requirements of the circumstances under which they were made1934 Act and the rules and regulations of the SEC thereunder. (c) Celestial will advise PDI, not misleading. If at any promptly after Celestial receives notice thereof, of the time prior when the Information Statement has been filed with the SEC, and will provide to the Effective Time the Company's executive officers shall obtain knowledge PDI, immediately upon receipt by Celestial, copies of any facts with respect to itself, any of its officers and directors or REI Barbados that would require request by the supplement or amendment to any of SEC for the 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 of the Information Statement or for additional information, and any other communication from the SEC and, as required by Law, disseminated to the shareholders in respect of the Company, and Merger or the documents filed 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 shareholdersconnection therewith.

Information Statement. None Within ten (10) Business Days of the information contained in the Schedule 14D-9date of this Agreement, the information statement, if any, filed by the Company in connection shall prepare (with the Offer pursuant cooperation of Parent) and mail to Rule 14f-1 under each holder of Company Units that does not execute a Support Agreement during the Exchange Act Initial Unitholder Consent Delivery Period, an information statement regarding the transactions contemplated by this 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"”), or incorporated by reference therein or any amendment or supplement thereto, at the respective times such documents are filed with the SEC or first published, sent or given to . The Information Statement shall constitute an information statement for the Company's shareholders, contain or will contain any untrue statement ’s solicitation 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 consent of the circumstances under which they are made, not misleading, except that no representation is made by the holders of Company Units with respect to information supplied 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 Merger Sub specifically for inclusion in advisable under Applicable Laws to be included therein. The Company shall, with the Schedule 14D-9 cooperation of Parent (to the extent reasonably required), prepare any other necessary documentation required or Information Statement or any amendment or supplementadvisable 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 or incorporation by reference in the Offer Documents willInformation Statement or any amendment or supplement thereto will contain, at as of the date of filing with the SECdelivery of such 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. If at any time prior to the Effective Time the Company's executive officers shall obtain knowledge of any facts with respect to itself, any of its officers and directors or REI Barbados that would require the supplement or amendment to any of the 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.