Common use of Preparation of Information Statement Clause in Contracts

Preparation of Information Statement. As soon as practicable after the ------------------------------------ execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an Information Statement for the Shareholders of Company to approve this Agreement, the Agreement of Merger and the transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the Merger Shares to be received by the holders of Company Common Stock in the Merger. Parent and Company shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and 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 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. Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Company that the Company Shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders of Company. Anything to the contrary contained herein notwithstanding, Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. (a) As soon promptly as reasonably practicable after the ------------------------------------ execution date of this Agreement, the Company shall prepare, with the cooperation of of, and subject to review by, Parent, an the Information Statement for the Shareholders shareholders of the Company to approve with respect to the approval and adoption of this Agreement, Agreement and the Agreement of Merger and the approval of the Merger and the other transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the Merger Shares to be received by the holders of Company Common Stock in the Merger. Parent and the Company shall each use commercially reasonable commercial efforts to cause the Information Statement to comply with the requirements of applicable federal and state securities laws requirementsLaws. Each of Parent and the Company agrees to shall 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 Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's other party’s counsel and auditors in the preparation of the Information Statement. The Company will shall promptly advise Parent, and Parent will shall promptly advise the Company, in writing writing, if at any time prior to the Effective Time either the Company or Parent Parent, as applicable, shall obtain knowledge of any facts fact that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable lawLaw. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company Shareholders Company’s shareholders approve this Agreement and the Agreement of Merger and approve the Merger and this Agreement the other transactions contemplated hereby and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders of Companythereby. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, Affiliates unless the form and content of which such information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. As soon as practicable ------------------------------------ after the ------------------------------------ execution of this Agreement, the Company Target shall prepare, with the cooperation of ParentAcquiror, an Information Statement for the Shareholders shareholders of Company Target to approve this Agreement, the Agreement of Merger and the transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the Merger Shares shares of Acquiror Common Stock to be received by the holders of Company Common Target Capital Stock in the Merger. Parent Acquiror and Company Target shall each use reasonable commercial its best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent Acquiror and Company Target 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 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. Company Target will promptly advise ParentAcquiror, and Parent Acquiror will promptly advise CompanyTarget, in writing if at any time prior to the Effective Time either Company Target or Parent Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Subject to the provisions of Section 5.1, the Information Statement shall contain the recommendation of the Board of Directors of Company Target that the Company Shareholders Target shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders shareholders of CompanyTarget. Anything to the contrary contained herein notwithstanding, Company Target shall not include in the Information Statement any information with respect to Parent Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Parent Acquiror prior to such inclusion.

Preparation of Information Statement. As soon promptly as practicable after the ------------------------------------ execution of this Agreement, the Company shall prepare, with the cooperation of Parent, prepare an Information Statement for the Shareholders Stockholders of the Company to approve this Agreement, the Agreement of Merger and the transactions contemplated hereby and therebyhereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the Merger Shares shares of Parent Common Stock to be received by the holders of Company Common Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Parent and the Company shall each use its commercially reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent 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 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. The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of the Company that the Company Shareholders Stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders Stockholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. (a) As soon promptly as practicable after the ------------------------------------ execution of this Agreement, the Parent and Company shall prepare, jointly prepare a document or documents (together with the cooperation of Parent, an Information Statement for the Shareholders of Company to approve this Agreementall amendments thereto, the Agreement of Merger and the transactions contemplated hereby and thereby. The "Information Statement shall Statement") that will constitute a disclosure document for the offer and issuance offering of the Merger Shares Parent Capital Stock to be received by issued to Company's stockholders pursuant to the holders Merger and the proxy statement relating to the special meeting of Company's stockholders (the "Company Common Stock in Stockholders' Meeting") and either the Mergerobtaining of a written consent of Parent's Stockholders or the special meeting of Parent's stockholders (the "Parent Stockholders' Meeting"), as the case may be, to be obtained or held for the purpose of approving this Agreement, the Merger and the transactions contemplated hereby. Parent and Company shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirementsrequirements and with the applicable provisions of the DGCL. Each of Parent and Company agrees to provide or Company, as the case may be, shall furnish 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 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. Company will As promptly advise Parentas practicable after the preparation of the Information Statement, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order shall be mailed to make the statements contained or incorporated by reference therein not misleading or to comply with applicable lawstockholders of Company and of Parent. The Information Statement shall contain include the approval of the Merger and recommendation of the Board of Directors of Company to Company's stockholders that the Company Shareholders approve they vote in favor of approval of this Agreement, the Merger and this Agreement the transactions contemplated hereby, and the conclusion approval of the Merger and recommendation of the Board of Directors of Parent to Parent's stockholders that the terms and conditions they vote in favor of approval of this Agreement, the Merger are fair and reasonable to the Shareholders of Companytransactions contemplated hereby. Anything to the contrary contained herein notwithstanding, Company the Information Statement shall not include in the Information Statement any information with respect to Parent any party or its affiliates or associates, the form and content of which information shall not have been approved by Parent such party prior to such inclusion, unless required by applicable law. (b) No amendment or supplement to the Information Statement shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. None of the information supplied by either party for inclusion in the Information Statement shall, at the date it or any amendments or supplements thereto are mailed to stockholders of Parent in connection with the Parent Stockholders' Meeting or the solicitation of written consents of the stockholders of Parent, as the case may be, and to stockholders of Company in connection with the Company Stockholders' Meeting, at the time of the Company Stockholders' Meeting, at the time of the Parent Stockholders' Meeting or date upon which a written consent is solicited, as the case may be, and at the Effective Time, 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 are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company or Parent, or any of their respective subsidiaries, or any of their respective officers or directors, should be discovered by either party that should be set forth in an amendment or a supplement to the Information Statement, such party shall promptly inform the other party in writing. (c) Parent assumes no liability for, and the Holders (as defined in Section 9.1 hereof) shall indemnify and hold harmless Parent, its officers, directors, employees, advisors and agents and each person who controls (within the meaning of the Securities Act) or the Securities Exchange Act of 1934, as amended (the "Exchange Act")) Parent from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any information disclosed in the Information Statement or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent the same are caused by or contained in any information concerning the Company or any Holder furnished in writing to Parent by the Company or any Holders for inclusion in the Information Statement, provided, however, that the liability of the Holders under this paragraph (d) shall be several and not joint with respect to any such untrue statements or omissions to state material facts regarding any Holder contained in any information furnished by such Holder. (d) Neither the Company nor any Holder assumes liability for, and Parent shall indemnify and hold harmless the Holders, the Company, its officers, directors, employees, advisors and agents and each person who controls (within the meaning of the Securities Act or the Exchange Act) the Company from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any information disclosed in the Information Statement or arising out of or based upon any omission or alleged omission to

Preparation of Information Statement. As soon as practicable after ------------------------------------ the ------------------------------------ execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an Information Statement for the Shareholders stockholders of the Company to approve this Agreement, the Agreement of Merger and the transactions contemplated hereby and therebyhereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the Merger Shares shares of Parent Common Stock to be received by the holders of Company Common Capital Stock in the Merger. Parent and the Company shall each use reasonable commercial its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent 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 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. The Company will promptly advise Parent, Parent and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company Shareholders stockholders approve the Merger and this Agreement and the transactions contemplated hereby and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders stockholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. As soon promptly as practicable after the ------------------------------------ execution date of this Agreement, Parent and the Company shall prepare an Information Statement (the "INFORMATION STATEMENT") to be distributed to stockholders of the Company in connection with the solicitation of their consent to the adoption and approval of this Agreement, the Company shall prepareMerger, with the cooperation of Parent, an Information Statement for the Shareholders of Company to approve this Agreement, the Agreement of Merger and the transactions contemplated hereby and therebyhereby. The In addition, the Information Statement shall constitute a disclosure document for may be filed with the offer and issuance Commissioner (as defined below) in connection with the 3(a)(10) Permit or, alternatively, with the SEC as part of the Merger Shares to be received by the holders of Company Common Stock in the MergerS-4 Registration Statement (as defined below). Parent and the Company shall each use its commercially reasonable commercial best efforts to cause the Information Statement to comply with the applicable requirements of federal and state securities laws requirementslaw (including, without limitation, all applicable requirements under the Securities Act and the rules and regulations promulgated by the SEC thereunder in the event Parent elects to file the S-4 Registration Statement). Each of Parent 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 Information Statement or the S-4 Registration Statement, as the case may require, 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 or the S-4 Registration Statement, as the case may require. The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement or the S-4 Registration Statement, as the case may require, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement or the S-4 Registration Statement, as the case may require, shall contain (i) the unanimous recommendation of the Board of Directors of the Company that the Company Shareholders Company's stockholders adopt and approve this Agreement, the Merger, and the other transactions contemplated hereby and (ii) the written opinion of Deutsche Banc Alex. Xxxxx, Inc., dated as of the date of this Agreement, to the effect that, as of such date, the Merger and this Agreement and Consideration was fair to the conclusion stockholders of the Board Company from a financial point of Directors that view. Notwithstanding any other provision of this Agreement, the terms and conditions of the Merger are fair and reasonable to the Shareholders of Company. Anything to the contrary contained herein notwithstanding, Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. As soon as practicable after ------------------------------------ the ------------------------------------ execution of this Agreement, but in no event later than 7days from the date hereof, Parent and Company shall prepare, with prepare an information statement (the cooperation of Parent, an "Information Statement Statement") for the Shareholders of --------------------- Company Securityholders to approve this Agreement, the Agreement Certificate of Merger and the transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the Merger Shares to be received by the holders of Company Common Stock in the Merger. Parent and Company shall each use its reasonable commercial efforts efforts, with the cooperation of Parent, to cause the such Information Statement to comply with applicable federal and state securities laws requirementsbe distributed to Company's stockholders as soon as practicable after the execution of this Agreement. Each of Parent and 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 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. Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall shall, subject to Section 5.1, contain the recommendation of the Board of Directors of Company that the Company Shareholders Securityholders approve the Merger and this Agreement and the conclusion of the Board of Directors of Company that the terms and conditions of the Merger are fair and reasonable to the Shareholders stockholders of Company. Anything to the contrary contained herein notwithstanding, Company shall not include in the Information Statement any information with respect to Parent or its affiliates Affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion, which approval shall not be unreasonably withheld.

Preparation of Information Statement. As soon as practicable after the ------------------------------------ execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an Information Statement for the Shareholders of Company to approve this Agreement, the Agreement of Merger and the transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the Merger Shares shares of Parent Common Stock and cash to be received by the holders of Company Common Capital Stock in the Merger. Parent and the Company shall each use all commercially reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent 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 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. The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of the Company that the Company Shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders of CompanyShareholders. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. As soon as practicable after the ------------------------------------ execution of this Agreement, the Company shall prepare, with the cooperation of and Parent, shall prepare an Information Statement for the Shareholders purpose of soliciting shareholders of the Company to approve the principal terms of this Agreement, the Agreement of Merger and the transactions contemplated hereby and therebyMerger. The Information Statement shall constitute a disclosure document for the offer and issuance of the Merger Shares shares of Parent Common Stock to be received by the holders of Company Common Capital Stock in the Merger. Parent and the Company shall each use reasonable commercial its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent 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 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. The Company will promptly advise Parent, Parent and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company Shareholders shareholders approve the Merger and principal terms of this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders shareholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. As soon as practicable ------------------------------------ after the ------------------------------------ execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an Information Statement for the Shareholders Members of the Company to approve this Agreement, the Agreement of Merger and the transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the Merger Shares shares of Parent Common Stock and other securities of Parent to be received by the holders of Company Common Stock Membership Interests in the Merger. Parent and the Company shall each use reasonable commercial its best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent 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 Parent or its counsel, may be required or appropriate for inclusion in the 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. The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Subject to the provisions of Section 7.1, the Information Statement shall contain the recommendation of the Board managers of Directors of the Company that the Company Shareholders Members approve the Merger and this Agreement Agreement, and the conclusion of the Board of Directors managers that the terms and conditions of the Merger are fair and reasonable to the Shareholders Members of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Preparation of Information Statement. As soon as practicable after the ------------------------------------ execution of this AgreementAgreement and within ten (10) business days after such date, the Company shall prepare, with the cooperation of Parent, an Information Statement information statement and form of written consent for the Company Shareholders of Company to approve this AgreementAgreement and Merger I (such information statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed or delivered to the Shareholders, the Agreement of Merger and the transactions contemplated hereby and thereby"INFORMATION STATEMENT"). The Information Statement shall also constitute a disclosure document for the offer and issuance of the Merger Shares shares of Parent Common Stock to be received by the holders of Company Common Stock Shareholders in the Merger. Merger I. Parent and the Company shall each use its commercially reasonable commercial efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent 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 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. The Company will promptly advise Parent, Parent and Parent will promptly advise Company, the Company in writing if at any time prior to the Effective Time of Merger I either the Company or Parent shall obtain knowledge Knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply for compliance with applicable law. The Information Statement shall contain the unanimous recommendation of the Company Board of Directors of Company that the Company Shareholders approve the Merger and this Agreement and Merger I and the conclusion of the Company Board of Directors that the terms and conditions of the Merger are I (assuming completion of Merger II immediately thereafter)is fair and reasonable to the Shareholders of CompanyCompany Shareholders. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved in writing by Parent prior to such inclusion.

Preparation of Information Statement. (a) As soon as practicable after the ------------------------------------ execution of this Agreement, the Company shall prepare, Buyer with the cooperation of Parentthe Company, shall prepare an information statement (the "Information Statement ") for the Shareholders shareholders of the --------------------- Company in connection with their approval of the principal terms of this Agreement to approve this Agreement, be transmitted with a notice of special meeting of shareholders or in connection with the Agreement solicitation of Merger and the transactions contemplated hereby and therebysuch shareholders' written consent. The Information Statement shall constitute a disclosure document for the offer and issuance sale of the Merger Shares shares of Buyer Common Stock to be received by pursuant to the Merger. Such Information Statement shall include the recommendation of the Boards of Directors of the Company and the Buyer, respectively, in favor of the Merger. The Company or Buyer shall furnish to the Buyer or the Company (as applicable) all information concerning the Company or Buyer and the holders of capital stock of the Company Common Stock or Buyer as may be reasonably requested by Buyer or the Company (as applicable) in the Merger. Parent and Company shall each use reasonable commercial efforts to cause the Information Statement to comply connection with applicable federal and state securities laws requirements. any action contemplated by this Section 5.01. (b) Each of Parent the Buyer and 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 Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the otherother party's counsel and auditors in the preparation of the Information Statement. The Buyer and Company shall each use their best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. The Company will promptly advise Parentthe Buyer, and Parent the Buyer will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent the Buyer shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of the Company that the shareholders of the Company Shareholders approve the Merger and principal terms of this Agreement and the conclusion of the Board of Directors of the Company that the terms and conditions of the Merger are fair and reasonable to the Shareholders shareholders of Companythe Company from a financial point of view. Anything to the contrary contained herein notwithstanding, The Company shall not include otherwise use its best efforts to obtain the Requisite Shareholder Approval. (c) None of the information supplied or to be supplied by or on behalf of the Company, for inclusion in the Information Statement will, at the date such information is supplied and, as thereafter amended or supplemented, contain any untrue statement of a 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 misleading or, as thereafter amended or supplemented. (d) None of the information with respect supplied or to Parent be supplied by or its affiliates on behalf of the Buyer, for inclusion in the Information Statement will, at the date such information is supplied and, as thereafter amended or associatessupplemented, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the form and content statements therein, in light of the circumstances under which information shall they are made, not have been approved by Parent prior to such inclusionmisleading.

Preparation of Information Statement. As soon as practicable after the ------------------------------------ execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an Information Statement information statement and form of proxy for the Shareholders shareholders of the Company to approve the principal terms of this AgreementAgreement and the Merger (such information statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s shareholders, the Agreement of Merger and the transactions contemplated hereby and thereby“Information Statement”). The Information Statement shall also constitute a disclosure document for the offer and issuance of the Merger Shares shares of Parent Common Stock to be received by the holders of Company Common Capital Stock in the Merger. Parent and the Company shall each use reasonable commercial its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent 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 Information 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 Information Statement. The Company will promptly advise Parent, Parent and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company Shareholders shareholders approve the Merger and principal terms of this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders shareholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion, which consent shall not be unreasonably withheld.

Preparation of Information Statement. (a) As soon as practicable after the ------------------------------------ execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an Information Statement (the "Information Statement") for use in connection with the Shareholders Company Stockholders Meeting (as defined in Section 6.2) at which the stockholders of the Company will be asked to approve the terms of this Agreement, the Agreement of Merger and the transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the Merger Shares to be received by the holders of Company Common Stock in the Mergerhereby. Parent and the Company shall each use its reasonable commercial best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent 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 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. The Information Statement shall not, on the date the Information Statement (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company's Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading in any material respect or omits to state any material fact necessary in order to make the statements therein not false or misleading. The Company will promptly advise Parent, Parent and Parent will promptly advise the Company, in writing writing, if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order Statement. Notwithstanding the foregoing, (i) Parent and Merger Sub make no representation or warranty with respect to make any information regarding the statements contained Company and (ii) the Company makes no representation or incorporated by reference therein not misleading warranty with respect to any information regarding Parent or to comply with applicable law. Merger Sub. (b) The Information Statement shall contain the recommendation of a statement that the Board of Directors of Company that the Company Shareholders approve has unanimously approved the terms of this Agreement, the Escrow Agreement, the Merger and this Agreement the other transactions contemplated hereby and thereby and the conclusion of the Board of Directors that the terms Merger is fair to, and conditions in the best interests of, the Company and its stockholders. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company stockholders approve the terms of this Agreement, the Escrow Agreement, the Merger are fair and reasonable to the Shareholders of Companyother transactions contemplated hereby and thereby. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information -41- 47 with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.