Common use of Preparation of Information Statement Clause in Contracts

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Target shall prepare, with the cooperation of Acquiror, an Information Statement for the shareholders of Target to approve this Agreement, the 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 shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror and Target shall use its best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror and 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. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or 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 Information Statement shall contain the recommendation of the Board of Directors of Target that the 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 of Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Target the Company shall prepare, with the cooperation of AcquirorParent, an Information Statement information statement and form of proxy or written consent for the shareholders of Target Stockholders to approve 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 or delivered to the Stockholders, the Certificate 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 shares of Acquiror Parent Common Stock to be received by the holders of Target Capital Stock Stockholders in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror Parent and Target the Company shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Acquiror Parent and Target 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. Target The Company will promptly advise Acquiror, Parent and Acquiror Parent will promptly advise Target, the Company in writing if at any time prior to the Effective Time either Target the Company or Acquiror 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 Target the Company that the Target Shareholders Stockholders approve this Agreement and the Merger and 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 of Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover ProposalStockholders. Anything to the contrary contained herein notwithstanding, Target the Company shall not include in the Information Statement any information with respect to Acquiror Parent or its affiliates or associates, the form and content of which information shall not have been approved in writing by Acquiror Parent prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As soon as practicable after the execution of this Agreementdate hereof, Target the Company shall prepare, with the cooperation of AcquirorLucent, an Information Statement information statement for the shareholders stockholders of Target the Company (the "Information Statement") to approve this Agreement, the 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 shares of Acquiror Lucent Common Stock to be received by the holders of Target Capital Stock Company Stockholders in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror Lucent and Target the Company shall each use its reasonable best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror Lucent and Target 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. Target will The Company shall promptly advise AcquirorLucent, and Acquiror will Lucent shall promptly advise Targetthe Company, in writing if at any time prior to the Effective Time either Target the Company or Acquiror Lucent 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 Target the Company that the Target Shareholders Company Stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors of the Company that the terms Merger, this Agreement and conditions the transactions contemplated hereby are advisable and in the best interest of the Merger are fair and reasonable to the shareholders of TargetCompany Stockholders. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover Proposal. Anything Notwithstanding anything to the contrary contained herein notwithstandingherein, Target the Company shall not include in the Information Statement any information with respect to Acquiror Lucent or its affiliates or associates, the form and content of Affiliates which information shall not have been approved by Acquiror Lucent prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As soon as practicable after ------------------------------------ the execution of this Agreement, Target the Company shall prepare, with the cooperation of AcquirorParent, an Information Statement for the shareholders of Target the Company to approve the principal terms of this Agreement, the Certificate of Merger and the transactions contemplated hereby and therebyhereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Acquiror Parent Common Stock to be received by the holders of Target Company Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror Parent and Target the Company shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Acquiror Parent and Target 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. Target The Company will promptly advise Acquiror, Parent and Acquiror Parent will promptly advise Targetthe Company, in writing if at any time prior to the Effective Time either Target the Company or Acquiror 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 Target the Company that the Target Shareholders Company shareholders approve the principal terms of this Agreement, 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 Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover ProposalCompany. Anything to the contrary contained herein notwithstanding, Target the Company shall not include in the Information Statement any information with respect to Acquiror Parent or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror Parent prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Target shall prepare, with the cooperation of Acquiror, an Information Statement for the shareholders stockholders of Target to approve this Agreement, the 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 shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror and Target shall each use its best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror and 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 independent accountants to cooperate with the other's counsel and auditors independent accountants in the preparation of the Information Statement. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or 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 Information Statement shall contain the recommendation of the Board of Directors of Target that the Target Shareholders stockholders approve the Merger and this Agreement and the conclusion of the Target Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders stockholders of Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As soon as practicable after ------------------------------------ the execution of this Agreement, Target shall prepare, with the cooperation of Acquiror, an Information Statement for the shareholders stockholders of Target to approve this Agreement, the 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 shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror and Target shall each use its best reasonable efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror and 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. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or 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 Information Statement shall contain the recommendation of the Board of Directors of Target that the Target 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 Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Target Acquiror shall prepare, with the cooperation of AcquirorTarget, an Information Statement for the shareholders of Target to approve this Agreement, the 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 shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror and Target shall each use its best reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror and Target the Parties agrees to provide promptly to the other Parties such information concerning its respective 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. Target will promptly advise AcquirorAcquiror and Acquisition Sub, and Acquiror and Acquisition Sub will promptly advise Target, in writing if at any time prior to the Effective Time either Target Target, Acquiror or Acquiror Acquisition Sub 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 Target that the Target Shareholders 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 Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror Acquiror, Acquisition Sub or its their affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Target the Company shall prepare, with the cooperation of AcquirorParent, an Information Statement for the shareholders stockholders of Target the Company to adopt and approve this Agreement, the Certificate of Merger Merger, and the transactions contemplated hereby and therebyby this Agreement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Acquiror Parent Common Stock to be received by the holders of Target Company Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror Parent 28 and Target the Company shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Acquiror Parent and Target 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. Target The Company will promptly advise Acquiror, Parent and Acquiror Parent will promptly advise Targetthe Company, in writing writing, if at any time prior to the Effective Time either Target the Company or Acquiror 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 fiduciary duties of the members of the Board of Directors of the Company, the Information Statement shall contain the unanimous recommendation of the Board of Directors of Target the Company that the Target Shareholders Company’s stockholders adopt and approve this Agreement, the Merger Merger, and the other transactions contemplated by 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 Targetthe Company. The Board Notwithstanding any other provision of Directors of Target shall not withdrawthis Agreement, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, Target Company shall not include in the Information Statement any information with respect to Acquiror Parent or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror Parent prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Target shall preparehave prepared, with the cooperation of Acquiror, an Information Statement for the shareholders of Target to approve this Agreement, the Certificate 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 shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror and Target shall each use its best reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror and 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. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or 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 Information Statement shall contain the recommendation of the Board of Directors of Target that the Target Shareholders 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 in the best interests of the shareholders of Target. The ; provided that such recommendation may not be included or may be withdrawn if previously included if Target's Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised believes in writing by Target's legal counsel following the receipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.good faith that a

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Acquiror and Target shall prepare, with the cooperation of Acquiror, prepare an Information Statement for the Target shareholders of Target to approve this Agreement, the Certificate California 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 shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror and Target shall use its best commercially reasonable efforts to cause the Information Statement to comply with all applicable federal and state securities laws law requirements. Each of Acquiror and 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. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or 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 Information Statement shall contain the recommendation of the Board of Directors of Target that the Target Shareholders 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 Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Target shall prepare, with the cooperation of Acquiror, an Information Statement for the shareholders of Target to approve this Agreement, the Certificate 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 shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror and Target shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Acquiror and 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. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or 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 Information Statement shall contain the recommendation of the Board of Directors of Target that the Target Shareholders 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 Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Acquiror and Target shall prepare, with the cooperation of Acquiror, an prepare a joint Information Statement for the their respective shareholders of Target to approve this Agreement, the Certificate Agreement of Merger and the transactions contemplated hereby and thereby. The Information Statement shall constitute a the disclosure document for the offer and issuance of the shares of Acquiror Common and Preferred Stock to be received by the holders of Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror and Target shall use its best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror and 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. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or 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 Acquiror's and Target's Boards of Directors of Target that the Target Shareholders their respective shareholders approve the Merger and this Agreement and the conclusion of the Board Boards of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Targeteach company's legal counsel following the receipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereofshareholders.

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Target and Acquiror shall prepare, with the cooperation of Acquiror, prepare an Information Statement for the shareholders stockholders of Target to approve this Agreement, the 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 shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Each of Acquiror and Target shall each use its best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror and 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. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or 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 35 42 by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Target that the Target Shareholders stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger as contained herein are fair and reasonable to the shareholders stockholders of Target. The Board of Directors of Target shall not withdraw, amend or modify such recommendation unless required to do so by its fiduciary obligations as advised in writing by Target's legal counsel following the receipt of a Takeover Proposal. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. Target shall use its best efforts to obtain approval of its stockholders of the transactions contemplated by this Agreement as promptly as practicable after the date hereof.