Common use of Preparation of Disclosure Statement Clause in Contracts

Preparation of Disclosure Statement. (a) As soon as practicable after the execution of this Agreement, the Company and PubCo shall prepare a confidential consent solicitation and disclosure statement (the "Disclosure Statement") for the purpose of (i) solicitation of approval of the Company Shareholders, describing this Agreement, the Merger and the transactions contemplated hereby and thereby, and (ii) satisfying the information requirements of Rule 502(c) of Regulation D with respect to the offer and sale of the Merger Shares by PubCo in the Merger. The information supplied by the Company and PubCo for inclusion in the Disclosure Statement shall not, on the date the Disclosure Statement is first mailed to the Company Shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by PubCo or Merger Sub that is contained in the Disclosure Statement. The information supplied by PubCo or Merger Sub for inclusion in the Disclosure Statement shall not, on the date the Disclosure Statement is first mailed to the Company Shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, PubCo and Merger Sub make no representation, warranty or covenant with respect to any information supplied by the Company that is contained in the Disclosure Statement. (b) PubCo and the Company shall each use reasonable commercial efforts to cause the Disclosure Statement to comply with applicable federal and state securities laws requirements. Each of PubCo and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Disclosure 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 Disclosure Statement. The Company will promptly advise PubCo, and PubCo will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or PubCo shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Disclosure Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law.

Preparation of Disclosure Statement. (a) As soon as practicable after the execution of this Agreement, the Company and PubCo shall prepare a confidential consent solicitation and disclosure statement (the "“Disclosure Statement"”) for the purpose of (i) solicitation of approval of the Company ShareholdersStockholders, describing this Agreement, the Merger and the transactions contemplated hereby and thereby, and (ii) satisfying the information requirements of Rule 502(c) 502 of Regulation D with respect to the offer and sale of the Merger Shares by PubCo in the Merger. The information supplied by the Company and PubCo for inclusion in the Disclosure Statement shall not, on the date the Disclosure Statement is first mailed to the Company Shareholders Stockholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by PubCo or Merger Sub that is contained in the Disclosure Statement. The information supplied by PubCo or Merger Sub for inclusion in the Disclosure Statement shall not, on the date the Disclosure Statement is first mailed to the Company Shareholders Stockholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, PubCo and Merger Sub make no representation, warranty or covenant with respect to any information about the Company and specifically supplied by the Company that is contained in the Disclosure Statement. (b) PubCo and the Company shall each use reasonable commercial efforts to cause the Disclosure Statement to comply with applicable federal and state securities laws requirementsSecurities Laws. Each of PubCo and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Disclosure Statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's ’s counsel and auditors in the preparation of the Disclosure Statement. The Company will promptly advise PubCo, and PubCo will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or PubCo shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Disclosure Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law.

Preparation of Disclosure Statement. (a) As soon as practicable after the execution of this Agreement, the Company and PubCo Seller shall prepare prepare, with the cooperation of the Purchaser, a confidential consent solicitation and disclosure statement (the "“Disclosure Statement"”) for the purpose of (i) solicitation of approval Stockholder Approval, which Disclosure Statement shall contain the Seller Recommendation. The Purchaser shall provide such information about the Purchaser as the Seller shall reasonably request in connection with the preparation of the Company Shareholders, describing this Agreement, the Merger and the transactions contemplated hereby and thereby, and (ii) satisfying the information requirements of Rule 502(c) of Regulation D with respect to the offer and sale of the Merger Shares by PubCo in the MergerDisclosure Statement. The information supplied by the Company and PubCo Seller for inclusion in the Disclosure Statement to be sent to the Stockholders of the Seller shall not, on the date the Disclosure Statement solicitation is first mailed to the Company Shareholders Stockholders of the Seller or at the Effective TimeClosing Date, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, the Company Seller makes no representation, warranty or covenant with respect to any information supplied by PubCo or Merger Sub the Purchaser that is contained in any of the Disclosure Statementforegoing documents. The information supplied by PubCo or Merger Sub the Purchaser for inclusion in the Disclosure Statement shall not, on the date the Disclosure Statement solicitation is first mailed to the Company Shareholders Stockholders of the Seller or at the Effective TimeClosing Date, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, PubCo and Merger Sub make the Purchaser makes no representation, warranty or covenant with respect to any information supplied by the Company Seller that is contained in the Disclosure Statement. (b) PubCo and the Company shall each use reasonable commercial efforts to cause the Disclosure Statement to comply with applicable federal and state securities laws requirements. Each of PubCo and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment any of the providing party or its counsel, may be required or appropriate for inclusion in the Disclosure 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 Disclosure Statement. The Company will promptly advise PubCo, and PubCo will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or PubCo shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Disclosure Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable lawforegoing documents.