Common use of Preparation of Information Statement Clause in Contracts

Preparation of Information Statement. (a) The Company shall, as soon as practicable following the date of this Agreement, prepare and file with the Bureau the Information Statement to be provided to the Company’s stockholders in preliminary form, and each of the Company and the Purchasers’ Representative shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the “FSA”) with respect thereto. The Company shall notify the Purchasers’ Representative promptly of the receipt of any comments from the Bureau, the FSA or their staff and of any request by the Bureau or the FSA or their staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchasers’ Representative with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Bureau, the FSA or their staff, on the other hand, with respect to the Information Statement or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers’ Representative reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the Bureau. Notwithstanding the foregoing, prior to filing or mailing the Information Statement or any other Company Disclosure Document (or any amendment or supplement thereto) or responding to any comments of the Bureau and the FSA with respect thereto, the Company (i) shall provide the Purchasers’ Representative an opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by Purchasers’ Representative.

Preparation of Information Statement. (a) The Company shall, as soon as practicable following the date of this Agreement, prepare and file with the Bureau the Information Statement to be provided to the Company’s 's stockholders in preliminary form, and each of the Company and the Purchasers’ Representative Purchaser shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the “"FSA”") with respect thereto. The Company shall notify the Purchasers’ Representative Purchaser promptly of the receipt of any comments from the Bureau, the FSA or their staff and of any request by the Bureau or the FSA or their staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchasers’ Representative Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Bureau, the FSA or their staff, on the other hand, with respect to the Information Statement or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers’ Representative Purchaser reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company’s 's stockholders as promptly as practicable after filing with the Bureau. Notwithstanding the foregoing, prior to filing or mailing the Information Statement or any other Company Disclosure Document (or any amendment or supplement thereto) or responding to any comments of the Bureau and the FSA with respect thereto, the Company (i) shall provide the Purchasers’ Representative Purchaser an opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by Purchasers’ Representativethe Purchaser.

Preparation of Information Statement. (a) The Company shall, As promptly as soon as reasonably practicable following the date of this Agreement, RSOL shall prepare and file cause to be filed with the Bureau SEC a Schedule 14C Information Statement (the “Information Statement”) to be sent to the shareholders of RSOL relating to the RSOL Shareholder Approval, and RSOL shall use its commercially reasonable efforts to have the Information Statement become definitive under the Exchange Act as promptly as reasonably practicable after such filing. The Company shall furnish all information concerning it and its Affiliates, and provide such other assistance, as may be reasonably requested by RSOL in connection with the preparation, filing and distribution of the Information Statement, and the Information Statement shall include all information reasonably requested by such other party to be provided included therein. RSOL shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Company’s stockholders in preliminary formInformation Statement and shall provide the Company with copies of all correspondence between it and its Representatives, on the one hand, and each the SEC, on the other hand. Each of RSOL and the Company and the Purchasers’ Representative shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the “FSA”) with respect thereto. The Company shall notify the Purchasers’ Representative promptly of the receipt of any comments from the Bureau, the FSA or their staff and of any request by the Bureau or the FSA or their staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchasers’ Representative with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Bureau, the FSA or their staff, on the other hand, SEC with respect to the Information Statement or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers’ Representative reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the Bureau. Notwithstanding the foregoing, prior to filing the preliminary Information Statement (or any amendment or supplement thereto) or mailing the definitive Information Statement or any other Company Disclosure Document (or any amendment or supplement thereto) or responding to any comments of the Bureau and the FSA SEC with respect thereto, the Company RSOL (i) shall provide the Purchasers’ Representative Company an opportunity to review and comment on such document or response and (including the proposed final version of such document or response), (ii) shall include in such document or response all reasonable comments reasonably proposed by Purchasers’ Representativethe Company, and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. RSOL shall use its commercially reasonable efforts to comply with any other requirements under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration. (b) If, prior to the Effective Time, any event occurs with respect to the Company, the Company or RSOL or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by RSOL or the Company for inclusion in the Information Statement, which is required to be described in an amendment of, or a supplement to, the Information Statement, the Company or RSOL, as the case may be, shall promptly notify the other party of such event, and the Company or RSOL shall cooperate in the prompt filing by RSOL with the SEC of any necessary amendment or supplement to the Information Statement and, as required by Law, RSOL shall disseminate the information contained in such amendment or supplement to its shareholders. Nothing in this Section 6.7(b) shall limit the obligations of any party under Section 6.7(a). (c) RSOL shall use its commercially reasonable efforts to (i) cause the Information Statement to be mailed to its shareholders and to obtain and cause to become effective the RSOL Shareholder Approval as soon as reasonably practicable after the Information Statement becomes definitive under the Exchange Act. (d) With respect to the Information Statement or other related filings with the SEC, the Company shall use commercially reasonable efforts to timely furnish, or cause to be timely furnished to RSOL, its accountants and auditors, upon request of RSOL, the following: (i) consents of the Company’s independent public accountants with respect to the audited financial statements of the Company for the fiscal years ended December 31, 2008, 2009 and 2010, and (ii) such information, assistance and cooperation (including information, assistance and cooperation from the Company independent auditors) as is reasonably necessary for RSOL to: (A) address and resolve any SEC comments related to the such financial statements (including any required modification of such financial statements or footnotes thereto) and (B) prepare any disclosure related to such financial statements required in connection with a filing with the SEC and address and resolve any SEC comments related to such disclosure (including any required modifications of such disclosure). (e) The Company shall reasonably cooperate with RSOL, its accountants and auditors in the conduct of the actions described in the preceding paragraph and shall allow RSOL, its accountants and auditors to have access at all reasonable times and upon reasonable advance notice, and in a manner so as not to interfere with the normal business operations of the Company, to all premises, properties, books, records, contracts, and documents of or pertaining to the audit of such financial statements.

Preparation of Information Statement. (a) The Company shall, as soon as practicable following the date execution of this Agreement, prepare in accordance with the rules and regulations of the SEC and file with the Bureau SEC the Information Statement to be provided to the Company’s stockholders in preliminary form, and each . Each of the Company and Parent shall furnish all information concerning such person to the Purchasers’ Representative other as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement. Each of the Company and Parent shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the “FSA”) SEC with respect thereto. The Company shall notify the Purchasers’ Representative Parent promptly of the receipt of any comments from the Bureau, the FSA SEC or their its staff and of any request by the Bureau SEC or the FSA or their its staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchasers’ Representative Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Bureau, the FSA SEC or their its staff, on the other hand, with respect to the Information Statement Statement. Prior to filing or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail mailing any Information Statement, or any amendment or supplement thereto, or responding to any comments of the SEC with respect thereto, the Company shall (A) provide Parent an opportunity to review and comment thereon, (B) include in such document or response all comments reasonably proposed by Parent and (C) not file or mail such document or response to the SEC prior to receiving the consent of Parent, which the Purchasers’ Representative reasonably objectsshall not be unreasonably withheld or delayed. The Company shall use its commercially reasonable best efforts to cause the Information Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the BureauSEC. (b) Immediately following the execution and delivery of this Agreement, this Agreement will be submitted to the Principal Company Stockholders for adoption and approval. Notwithstanding Without limiting the generality of the foregoing, prior the Company agrees that its obligations pursuant to filing this Section 7.01(b) shall not be affected by the commencement, public proposal, public disclosure or mailing communication to the Information Statement Company or any other Company Disclosure Document person of any Alternative Acquisition Proposal. (c) In addition to the actions specified in Sections 7.01(a) and (b), the Company, from time to time, shall promptly take, or shall cause its executive officers to promptly take, any amendment or supplement thereto) or responding to any comments action required under Section 228 of the Bureau and DGCL necessary to give operative effect to the FSA with respect thereto, the Company (i) shall provide the Purchasers’ Representative an opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by Purchasers’ RepresentativePrincipal Stockholder Consent.

Preparation of Information Statement. (a) The Company shall, as soon as practicable following the date of this Agreement, prepare and file with the Bureau the Information Statement to be provided to the Company’s stockholders in preliminary form, and each of the Company and the Purchasers’ Representative Purchaser shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the “FSA”) with respect thereto. The Company shall notify the Purchasers’ Representative Purchaser promptly of the receipt of any comments from the Bureau, the FSA or their staff and of any request by the Bureau or the FSA or their staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchasers’ Representative Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Bureau, the FSA or their staff, on the other hand, with respect to the Information Statement or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers’ Representative Purchaser reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the Bureau. Notwithstanding the foregoing, prior to filing or mailing the Information Statement or any other Company Disclosure Document (or any amendment or supplement thereto) or responding to any comments of the Bureau and the FSA with respect thereto, the Company (i) shall provide the Purchasers’ Representative Purchaser an opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by Purchasers’ Representativethe Purchaser.

Preparation of Information Statement. (a) The Company shall, as soon as is reasonably practicable following (but in any event within 15 business days after the date of this Agreementhereof), prepare and file with the Bureau SEC the Information Statement to be provided to the Company’s stockholders in preliminary form, and each of the Company and the Purchasers’ Representative Parent shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the “FSA”) SEC with respect thereto. The Company shall notify the Purchasers’ Representative Parent promptly of the receipt of any comments from the Bureau, the FSA SEC or their its staff and of any request by the Bureau SEC or the FSA or their its staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchasers’ Representative Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Bureau, the FSA SEC or their its staff, on the other hand, with respect to the Information Statement or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers’ Representative reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the Bureau. Notwithstanding the foregoing, prior to filing or mailing the Information Statement or any other Company Disclosure Document (or any amendment or supplement thereto) or responding to any comments of the Bureau and the FSA SEC with respect thereto, the Company (i) shall provide the Purchasers’ Representative an Parent with a reasonable opportunity to review and comment on such document or response and (ii) shall include in such document or response reasonably consider all reasonable comments reasonably proposed by Purchasers’ RepresentativeParent. The Company shall cause the Information Statement to be mailed to its stockholders as promptly as practicable after the Information Statement is cleared by the SEC (or the SEC notifies the Company that it will not review the Information Statement). (b) The obligation of the Company to mail the Information Statement shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Company Alternative Proposal (whether or not it is a Company Superior Proposal), or by any Company Change of Recommendation effected pursuant to SECTION 5.4(d). The Company agrees that, except in accordance with SECTION 5.4(d), it shall not submit to the vote of its stockholders any Company Alternative Proposal (whether or not a Company Superior Proposal) or propose to do so.

Preparation of Information Statement. (a) The Company shall, as soon as is reasonably practicable following (but in any event within 15 business days after the date of this Agreementhereof), prepare and file with the Bureau SEC the Information Statement to be provided to the Company’s stockholders in preliminary form, and each of the Company and the Purchasers’ Representative Parent shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the “FSA”) SEC with respect thereto. The Company shall notify the Purchasers’ Representative Parent promptly of the receipt of any comments from the Bureau, the FSA SEC or their its staff and of any request by the Bureau SEC or the FSA or their its staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchasers’ Representative Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Bureau, the FSA SEC or their its staff, on the other hand, with respect to the Information Statement or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers’ Representative reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the Bureau. Notwithstanding the foregoing, prior to filing or mailing the Information Statement or any other Company Disclosure Document (or any amendment or supplement thereto) or responding to any comments of the Bureau and the FSA SEC with respect thereto, the Company (i) shall provide the Purchasers’ Representative an Parent with a reasonable opportunity to review and comment on such document or response and (ii) shall include in such document or response reasonably consider all reasonable comments reasonably proposed by Purchasers’ RepresentativeParent. The Company shall cause the Information Statement to be mailed to its stockholders as promptly as practicable after the Information Statement is cleared by the SEC (or the SEC notifies the Company that it will not review the Information Statement). (b) The obligation of the Company to mail the Information Statement shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Company Alternative Proposal (whether or not it is a Company Superior Proposal), or by any Company Change of Recommendation effected pursuant to Section 5.4(d). The Company agrees that, except in accordance with Section 5.4(d), it shall not submit to the vote of its stockholders any Company Alternative Proposal (whether or not a Company Superior Proposal) or propose to do so.