Common use of Preparation of Solicitation Statement Clause in Contracts

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target shall prepare, with the cooperation of Acquiror, a solicitation statement for the solicitation of approval of the stockholders of Target describing this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. Acquiror shall provide such information about Acquiror as Target shall reasonably request. The information supplied by Target for inclusion in the solicitation statement to be sent to the stockholders of Target shall not, on the date the solicitation statement is first mailed to Target's stockholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any of the foregoing documents. The information supplied by Acquiror or Merger Sub for inclusion in the solicitation statement shall not, on the date the solicitation statement is first mailed to Target's stockholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that is contained in any of the foregoing documents. (b) The solicitation statement shall constitute a disclosure document for the offer and issuance of shares of Acquiror Capital Stock to be received by the holders of Target Capital Stock in the Merger. Acquiror and Target shall each use reasonable commercial efforts to cause the solicitation 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 solicitation 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 solicitation 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 solicitation statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement shall contain the recommendation of the Board of Directors of Target that the Target 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 stockholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the solicitation 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.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target Papyrus and Buyer shall prepare, with the cooperation of Acquiror, jointly prepare a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the stockholders of Target Papyrus Stockholders describing this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. Acquiror shall provide such information about Acquiror as Target shall reasonably request. The information supplied by Target Papyrus for inclusion in the solicitation statement Joint Solicitation Statement to be sent to the stockholders of Target Papyrus Stockholders shall not, on the date the solicitation statement Joint Solicitation Statement is first mailed to Target's stockholders the Papyrus Stockholders or at the Effective Time, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Target Papyrus makes no representation, warranty or covenant with respect to any information supplied by Acquiror Buyer or Merger Sub that which is contained in any of the foregoing documents. The information supplied by Acquiror or Merger Sub Buyer for inclusion in the solicitation statement Joint Solicitation Statement shall not, on the date the solicitation statement Joint Solicitation Statement is first mailed to Target's stockholders or Papyrus' stockholders, nor at the Effective Time, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are it is made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Acquiror Buyer and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that Papyrus which is contained in any of the foregoing documents. (b) The solicitation statement Joint Solicitation Statement shall constitute a disclosure document for the offer and issuance of shares of Acquiror Capital Stock to be received by the holders of Target Capital Stock in Merger Shares and a proxy statement for use at the MergerPapyrus Special Meeting or any substitute therefor. Acquiror Buyer and Target Papyrus shall each use reasonable commercial efforts to cause the solicitation statement Joint Solicitation Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror Buyer and Target Papyrus 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 solicitation statement Joint Solicitation 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 solicitation statementJoint Solicitation Statement. Target Papyrus will promptly advise AcquirorBuyer, and Acquiror Buyer will promptly advise TargetPapyrus, in writing if at any time prior to the Effective Time either Target Papyrus or Acquiror Buyer shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the solicitation statement Joint Solicitation Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement Joint Solicitation Statement shall contain the recommendation of the Board of Directors of Target Papyrus that the Target stockholders Papyrus 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 stockholders of TargetPapyrus. Anything to the contrary contained herein notwithstanding, Target Papyrus shall not include in the solicitation statement Joint Solicitation Statement any information with respect to Acquiror Buyer or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror Buyer prior to such inclusion.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target Company shall prepare, with the cooperation of AcquirorParent, a solicitation statement (the "Solicitation Statement") for the solicitation of approval of the stockholders of Target Company Shareholders describing this Agreement, the Certificate of Merger Agreement and the transactions contemplated hereby and thereby. Acquiror Parent shall provide such information about Acquiror Parent as Target Company shall reasonably request. The information supplied by Target Company for inclusion in the solicitation statement Solicitation Statement to be sent to the stockholders of Target Company Shareholders shall not, on the date the solicitation statement Solicitation Statement is first mailed to Target's stockholders Company Shareholders or at the Effective Time, contain any untrue statement that, at such time, is false or misleading with respect to any of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Target Company makes no representation, warranty or covenant with respect to any information supplied by Acquiror Parent or Merger Sub that which is contained in any of the foregoing documentsSolicitation Statement. The information supplied by Acquiror or Merger Sub Parent for inclusion in the solicitation statement Solicitation Statement shall not, on the date the solicitation statement Solicitation Statement is first mailed to Target's stockholders or Company Shareholders, nor at the Effective Time, contain any untrue statement that, at such time, is false or misleading with respect to any 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 it is made, not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Acquiror Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that Company which is contained in any the Solicitation Statement. The Solicitation Statement shall comply in all material respects with the requirements of the foregoing documentsCalifornia Law. (b) The solicitation statement Solicitation Statement shall constitute a disclosure document for the offer and issuance of shares of Acquiror Capital Parent Common Stock to be received by the holders of Target Company Capital Stock in the Merger. Acquiror Parent and Target Company shall each use reasonable commercial efforts to cause the solicitation statement Solicitation Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror Parent and Target 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 solicitation statement Solicitation 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 solicitation statementSolicitation Statement. Target Company will promptly advise AcquirorParent, and Acquiror Parent will promptly advise TargetCompany, in writing if at any time prior to the Effective Time either Target Company or Acquiror Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the solicitation statement Solicitation Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement Solicitation Statement shall contain the recommendation of the Board of Directors of Target Company that the Target stockholders Company Shareholders 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 to and reasonable to in the stockholders best interests of TargetCompany Shareholders. Anything to the contrary contained herein notwithstanding, Target Company shall not include in the solicitation statement Solicitation 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.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target Naviset and NEBO shall prepare, with the cooperation of Acquiror, jointly prepare a solicitation statement for the solicitation of approval of the stockholders shareholders of Target Naviset describing this Agreement, the Certificate of Merger Agreement and the transactions contemplated hereby and thereby. Acquiror shall provide such information about Acquiror as Target shall reasonably request. The information supplied by Target Naviset for inclusion in the solicitation statement to be sent to the stockholders shareholders of Target Naviset shall not, on the date the solicitation statement is first mailed to TargetNaviset's stockholders shareholders or at the Effective TimeClosing, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Target Naviset makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is NEBO contained in any of the foregoing documents. The information supplied by Acquiror or Merger Sub NEBO for inclusion in the solicitation statement shall not, on the date the solicitation statement is first mailed to TargetNaviset's stockholders or shareholders, nor at the Effective TimeClosing, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are it is made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Acquiror and Merger Sub make NEBO makes no representation, warranty or covenant with respect to any information supplied by Target Naviset that is contained in any of the foregoing documents. (b) . The solicitation statement shall constitute a disclosure document for the offer and issuance of shares of Acquiror Capital Stock NEBO Shares to be received by the holders of Target Capital Stock Naviset Shares in the MergerExchange. Acquiror NEBO and Target Naviset shall each use reasonable commercial efforts to cause the solicitation statement to comply with applicable federal and state securities laws requirements. Each of Acquiror NEBO and Target Naviset 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 solicitation 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 solicitation statement. Target Naviset will promptly advise AcquirorNEBO, and Acquiror NEBO will promptly advise TargetNaviset, in writing if at any time prior to the Effective Time Closing either Target Naviset or Acquiror NEBO shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the solicitation statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement shall contain the recommendation of the Board board of Directors directors of Target Naviset that the Target stockholders Naviset Shareholders approve the Merger Exchange and this Agreement and the conclusion of the Board board of Directors directors that the terms and conditions of the Merger Exchange are fair and reasonable to the stockholders shareholders of TargetNaviset. Anything to the contrary contained herein notwithstanding, Target Naviset shall not include in the solicitation statement any information with respect to Acquiror NEBO or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror NEBO prior to such inclusion.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target and Buyer shall prepare, with the cooperation of Acquiror, jointly prepare a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the stockholders of Target Stockholders describing this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. Acquiror The information in the Joint Solicitation Statement about Buyer and Merger Sub shall provide such be supplied by and shall be the sole responsibility of Buyer. The information in the Joint Solicitation Statement about Acquiror as Target shall reasonably requestbe supplied by and shall be the sole responsibility of Target. The information in the Joint Solicitation (b) The information supplied by Target for inclusion in the solicitation statement Joint Solicitation Statement to be sent to the stockholders of Target Stockholders shall not, on the date the solicitation statement Joint Solicitation Statement is first mailed to Target's stockholders the Target Stockholders or at the Effective Time, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror Buyer or Merger Sub that which is contained in any of the foregoing documents. . (c) The information supplied by Acquiror or Merger Sub Buyer for inclusion in the solicitation statement Joint Solicitation Statement shall not, on the date the solicitation statement Joint Solicitation Statement is first mailed to Target's stockholders Stockholders, or at the Effective Time, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Acquiror Buyer and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that which is contained in any of the foregoing documents. (bd) The solicitation statement Joint Solicitation Statement shall constitute a disclosure document for the offer and issuance by Buyer of shares of Acquiror Capital Stock to be received the Merger Shares and a proxy statement for use by Target at the holders of Target Capital Stock in the MergerSpecial Meeting or any substitute therefor. Acquiror and Target Buyer shall each use reasonable commercial efforts to cause the solicitation statement Joint Solicitation Statement to comply with applicable federal and state securities laws requirementsrequirements pertaining to the issuance of the Merger Shares; Target shall use reasonable commercial efforts to cause the Joint Solicitation Statement to comply with the Delaware General Corporation Law and any other laws of any other jurisdiction applicable to soliciting proxies for the Special Meeting. Each of Acquiror Buyer 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 solicitation statement Joint Solicitation 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 solicitation statementJoint Solicitation Statement. Target will promptly advise AcquirorBuyer, and Acquiror Buyer will promptly advise Target, in writing if at any time prior to the Effective Time either Target or Acquiror Buyer shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the solicitation statement Joint Solicitation Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement Joint Solicitation Statement shall contain the recommendation of the Board of Directors of Target that the Target stockholders 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 stockholders of TargetTarget Stockholders. Anything to the contrary contained herein notwithstanding, Target shall not include in the solicitation statement Joint Solicitation Statement any information with respect to Acquiror Buyer or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror Buyer prior to such inclusion.

Preparation of Solicitation Statement. (a) As soon as practicable after Fonix has determined pursuant to Section 4.12, above, whether it can obtain sufficient consents of its stockholders in favor of the execution sale of this Agreementthe Articulate Division to Buyer, Target Fonix shall prepare, with the cooperation of Acquiror, either prepare a solicitation statement or information statement (collectively, the "Solicitation Statement") for the solicitation of approval of the Fonix stockholders of Target describing this Agreement, the Certificate of Merger Agreement and the transactions contemplated hereby hereby. The information in the Solicitation Statement about Buyer shall be supplied by and thereby. Acquiror shall provide such information about Acquiror as Target shall reasonably request. be the sole responsibility of Buyer. (b) The information supplied by Target Fonix for inclusion in the solicitation statement Solicitation Statement to be sent to the Fonix stockholders of Target shall not, on the date the solicitation statement Solicitation Statement is first mailed to Target's the Fonix stockholders or at the Effective TimeClosing Date, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Target Fonix makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that Buyer which is contained in any of the foregoing documents. . (c) The information supplied by Acquiror or Merger Sub Buyer for inclusion in the solicitation statement Solicitation Statement shall not, on the date the solicitation statement Solicitation Statement is first mailed to TargetFonix's stockholders stockholders, or at the Effective TimeClosing Date, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Acquiror and Merger Sub make Buyer makes no representation, warranty or covenant with respect to any information supplied by Target that which is contained in any of the foregoing documents, other than information supplied in writing by Buyer to Sellers. (bd) The solicitation statement Solicitation Statement shall constitute a disclosure document proxy statement for use by Fonix at a special meeting of Fonix stockholders, if Fonix determines to conduct such special meeting of stockholders rather than obtain approval of this Agreement and the offer and issuance of shares of Acquiror Capital Stock to be received by the holders of Target Capital Stock in the Mergertransactions contemplated hereby via stockholder consent. Acquiror and Target Fonix shall each use reasonable commercial efforts to cause the solicitation statement Solicitation Statement to comply with applicable federal and state securities laws requirements, Delaware General Corporation Law and any other laws of any other jurisdiction applicable to soliciting proxies or stockholder consents. Each of Acquiror and Target Buyers agrees to provide promptly to the other Fonix such information concerning its Buyer's business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, as may be reasonably required or appropriate for inclusion in the solicitation statement Solicitation Statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the otherFonix's counsel and auditors in the preparation of the solicitation statementSolicitation Statement. Target will Sellers shall promptly advise AcquirorBuyer, and Acquiror will Buyer shall promptly advise TargetFonix, in writing writing, if at any time prior to the Effective Time Closing Date either Target Sellers or Acquiror Buyer shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the solicitation statement Solicitation Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement Solicitation Statement shall contain the recommendation of the Board boards of Directors directors of Target Sellers that the Target Fonix stockholders approve the Merger sale of the Articulate Division to Buyer and this Agreement and the conclusion of the Board boards of Directors directors that the terms and conditions of the Merger sale are fair and reasonable to the stockholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the solicitation 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 inclusionFonix stockholders.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution Target has prepared and delivered to each of this Agreement, Target shall prepare, with the cooperation of Acquiror, Target’s shareholders a solicitation statement for the solicitation of approval of the stockholders of Target Target’s shareholders describing this Agreement, the Certificate Agreement of Merger, the Merger and the transactions contemplated hereby and thereby. Acquiror shall provide such information about Acquiror as Target shall reasonably requestthereby (the “Solicitation Statement”). The information supplied by Solicitation Statement contains the recommendation of the board of directors of Target for inclusion that Target’s shareholders approve the Merger and this Agreement and the conclusion of the board of directors of Target that the terms and conditions of the Merger are fair to and in the solicitation statement to be sent to the stockholders best interests of Target shall not, on Target’s shareholders. The Solicitation Statement conforms in all respects with all applicable Laws. On the date the solicitation statement is Solicitation Statement was first mailed to Target's stockholders or ’s shareholders, the Solicitation Statement did not, and at the Effective Time, the Solicitation Statement will not, (i) contain any statement that, at such time, that is false or misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or (iii) omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any of the foregoing documents. The information supplied by Acquiror or Merger Sub for inclusion in the solicitation statement shall not, on the date the solicitation statement is first mailed to Target's stockholders ’s shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that is contained in any of the foregoing documents. (b) The solicitation statement shall constitute a disclosure document for the offer and issuance . Target has delivered written consents of shares of Acquiror Capital Stock to be received by Target’s shareholders from the holders of all outstanding shares of Target Capital Stock in the Merger. Acquiror and Target shall each use reasonable commercial efforts entitled to cause the solicitation 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 solicitation 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 solicitation 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 solicitation statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement shall contain the recommendation of the Board of Directors of Target that the Target stockholders approve the Merger and vote on this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable prior to the stockholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the solicitation 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 inclusionClosing Date.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target AcuVoice and fonix shall prepare, with the cooperation of Acquiror, jointly prepare a solicitation statement for the solicitation of approval of the stockholders shareholders of Target AcuVoice describing this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. Acquiror shall provide such information about Acquiror as Target shall reasonably request. The information supplied by Target AcuVoice for inclusion in the solicitation statement to be sent to the stockholders shareholders of Target AcuVoice shall not, on the date the solicitation statement is first mailed to TargetAcuVoice's stockholders shareholders or at the Effective Time, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Target AcuVoice makes no representation, warranty or covenant with respect to any information supplied by Acquiror fonix or Merger Sub that which is contained in any of the foregoing documents. The information supplied by Acquiror or Merger Sub fonix for inclusion in the solicitation statement shall not, on the date the solicitation statement is first mailed to TargetAcuVoice's stockholders or shareholders, nor at the Effective Time, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are it is made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Acquiror fonix and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that AcuVoice which is contained in any of the foregoing documents. (b) The solicitation statement shall constitute a disclosure document for the offer and issuance of shares of Acquiror Capital fonix Common Stock to be received by the holders of Target AcuVoice Capital Stock in the Merger. Acquiror fonix and Target AcuVoice shall each use reasonable commercial efforts to cause the solicitation statement to comply with applicable federal and state securities laws requirements. Each of Acquiror fonix and Target AcuVoice 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 solicitation 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 solicitation statement. Target AcuVoice will promptly advise Acquirorfonix, and Acquiror fonix will promptly advise TargetAcuVoice, in writing if at any time prior to the Effective Time either Target AcuVoice or Acquiror fonix shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the solicitation statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement shall contain the recommendation of the Board of Directors of Target AcuVoice that the Target stockholders AcuVoice 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 stockholders shareholders of TargetAcuVoice. Anything to the contrary contained herein notwithstanding, Target AcuVoice shall not include in the solicitation statement any information with respect to Acquiror fonix or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror fonix prior to such inclusion.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target Empire and Parent shall prepare, with the cooperation of Acquiror, jointly prepare a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the stockholders of Target Empire Stockholders describing this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. Acquiror The information in the Joint Solicitation Statement about Parent and Sub shall provide such be supplied by and shall be the sole responsibility of Parent. The information in the Joint Solicitation Statement about Acquiror as Target Empire shall reasonably requestbe supplied by and shall be the sole responsibility of Empire. The information in the Joint Solicitation Statement about the Merger shall be jointly prepared by and shall be the joint responsibility of Parent and Empire. (b) The information supplied by Target Empire for inclusion in the solicitation statement Joint Solicitation Statement to be sent to the stockholders of Target Empire Stockholders shall not, on the date the solicitation statement Joint Solicitation Statement is first mailed to Target's stockholders the Empire Stockholders or at the Effective Time, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Target Empire makes no representation, warranty or covenant with respect to any information supplied by Acquiror Parent or Merger Sub that which is contained in any of the foregoing documents. . (c) The information supplied by Acquiror or Merger Sub Parent for inclusion in the solicitation statement Joint Solicitation Statement shall not, on the date the solicitation statement Joint Solicitation Statement is first mailed to Target's stockholders the Empire Stockholders, or at the Effective Time, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Acquiror Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that Empire which is contained in any of the foregoing documents. (bd) The solicitation statement Joint Solicitation Statement shall constitute a disclosure document for the offer and issuance by Parent of shares of Acquiror Capital Stock to be received the Merger Shares and a proxy statement for use by Empire at the holders of Target Capital Stock in the MergerEmpire Special Meeting or any substitute therefor. Acquiror and Target Parent shall each use reasonable commercial efforts to cause the solicitation statement Joint Solicitation Statement to comply with applicable federal and state securities laws requirementsrequirements pertaining to the issuance of the Merger Shares; Empire shall use reasonable commercial efforts to cause the Joint Solicitation Statement to comply with the Delaware General Corporation Law and any other laws of any other jurisdiction applicable to soliciting proxies for the Special Meeting. Each of Acquiror Parent and Target Empire 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 solicitation statement Joint Solicitation 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 solicitation statementJoint Solicitation Statement. Target Empire will promptly advise AcquirorParent, and Acquiror Parent will promptly advise TargetEmpire, in writing if at any time prior to the Effective Time either Target Empire or Acquiror Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the solicitation statement Joint Solicitation Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement Joint Solicitation Statement shall contain the recommendation of the Board of Directors of Target Empire that the Target stockholders Empire 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 stockholders Empire Stockholders, provided, however, that no director or officer of TargetEmpire shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith. Anything to the contrary contained herein notwithstanding, Target Empire shall not include in the solicitation statement Joint Solicitation 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. (e) Empire shall promptly after the date hereof take all action necessary in accordance with the Delaware General Corporation Law and its Certificate of Incorporation and Bylaws to provide notice of and conduct a special meeting of its stockholders (the "Special Meeting") in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. In connection with the Special Meeting, Empire will mail the Joint Disclosure Statement as soon as practicable. Empire shall use its best efforts to solicit proxies from the Empire Stockholders to vote in favor of the Merger and shall take all other action necessary or advisable to secure the vote of stockholders required to effect the Merger

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target shall prepare, with the cooperation of Acquiror, a solicitation statement for the solicitation of approval of the stockholders shareholders of Target describing this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. Acquiror shall provide such information about Acquiror As soon as practicable following the completion of the solicitation statement, Target shall reasonably requestdeliver a copy of such solicitation statement to each shareholder of Target. The information supplied by Target for inclusion in the solicitation statement to be sent to the stockholders shareholders of Target shall not, on the date the solicitation statement is first mailed to Target's stockholders shareholders or at the Effective Time, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any or changed at the request of Acquiror or Merger Sub over the foregoing documentsreasonable objection of Target. The information supplied by Acquiror or and Merger Sub for inclusion in the solicitation statement shall not, on the date the solicitation statement is first mailed to Target's stockholders or shareholders, nor at the Effective Time, contain any statement thatwhich, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are it is made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication that which has become false or misleading. Notwithstanding the foregoing, Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target that which is contained in any of the foregoing documents. (b) The solicitation statement shall constitute a disclosure document for the offer and issuance of shares of Acquiror Capital Common Stock to be received by the holders of Target Capital Stock in the Merger. Acquiror and Target shall each use reasonable commercial best efforts to cause the solicitation 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 solicitation 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 solicitation 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 solicitation statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement shall contain the recommendation of the Board of Directors of Target that the Target 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 stockholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the solicitation 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.such

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target the Corporation shall prepare, with the cooperation of Acquirorthe Purchaser, a solicitation statement for the solicitation of approval of the stockholders shareholders of Target the Corporation describing this Agreement, the Certificate Agreement of Merger and the transactions contemplated hereby and thereby. Acquiror The Purchaser shall provide such information about Acquiror the Purchaser as Target the Corporation shall reasonably request. The information supplied by Target the Corporation for inclusion in the solicitation statement to be sent to the stockholders shareholders of Target the Corporation shall not, on the date the solicitation statement is first mailed to Targetthe Corporation's stockholders shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Target the Corporation makes no representation, warranty or covenant with respect to any information supplied by Acquiror the Purchaser or Merger Sub that is contained in any of the foregoing documents. The information supplied by Acquiror the Purchaser or Merger Sub for inclusion in the solicitation statement shall not, on the date the solicitation statement is first mailed to Targetthe Corporation's stockholders shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any an earlier communication that has become false or misleading. Notwithstanding the foregoing, Acquiror the Purchaser and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Target the Corporation that is contained in any of the foregoing documents. (b) . The solicitation statement shall constitute a disclosure document for the offer and issuance of shares of Acquiror Capital Purchaser Common Stock to be received by the holders of Target Capital Stock Corporation Stockholders in the Merger. Acquiror The Purchaser and Target the Corporation shall each use reasonable commercial efforts to cause the solicitation statement to comply with applicable federal and state securities laws requirements. Each of Acquiror the Purchaser and Target the Corporation agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment judgement of the providing party or its counsel, may be required or appropriate for inclusion in the solicitation 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 solicitation 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 solicitation statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement shall contain the recommendation of the Board of Directors of Target the Corporation that the Target stockholders Corporation 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 stockholders of TargetCorporation Stockholders. Anything to the contrary contained herein notwithstanding, Target the Corporation shall not include in the solicitation statement any information with respect to Acquiror the Purchaser or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror the Purchaser prior to such inclusion.. Notwithstanding the foregoing, to the extent that the Corporation obtains the necessary approvals of its stockholders by written consent prior to distribution of a solicitation statement, the Corporation shall, in lieu of such solicitation statement, provide timely notice of such approval to its stockholders as required by Delaware and California Law. [Signature Page Follows]

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target SSDI shall prepare, with the cooperation of AcquirorNayna, a solicitation statement xxxxxment for the solicitation of approval of the stockholders shareholders of Target SSDI describing this Agreement, the Certificate Agreement of Merger and the transactions contemplated hereby and thereby. Acquiror Nayna shall provide such information suxx xxformation about Acquiror Nayna as Target SSDI shall reasonably rexxxxxbly request. The information supplied by Target SSDI for inclusion in the solicitation statement to be sent to the stockholders shareholders of Target SSDI shall not, on the date the solicitation statement is first mailed to TargetSSDI's stockholders shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Target SSDI makes no representation, warranty or covenant with respect to any information supplied by Acquiror Nayna or Merger Sub that is thxx xx contained in any of the foregoing documents. The information supplied by Acquiror Nayna or Merger Sub for inclusion fox xxxlusion in the solicitation statement shall not, on the date the solicitation statement is first mailed to TargetSSDI's stockholders shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Acquiror Nayna and Merger Sub make no mxxx xo representation, warranty or covenant with respect to any information supplied by Target SSDI that is contained in any of the foregoing documents. (b) The solicitation statement shall constitute a disclosure document for the offer and issuance of shares of Acquiror Capital Nayna Common Stock to be received xx xxceived by the holders of Target SSDI Capital Stock in the Merger. Acquiror Nayna and Target SSDI shall each use exxx xse reasonable commercial efforts to cause the solicitation statement to comply with applicable federal and state securities laws requirements. Each of Acquiror Nayna and Target SSDI agrees to provide xx xxovide 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 solicitation 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 solicitation statement. Target SSDI will promptly advise AcquirorNayna, and Acquiror Nayna will promptly advise Targetxxxxxtly adxxxx SSDI, in writing if at any time prior to the Effective Time either Target SSDI or Acquiror Nayna shall obtain knowledge knoxxxxxe of any facts that might make it necessary or appropriate to amend or supplement the solicitation statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement shall contain the recommendation of the Board of Directors of Target SSDI that the Target stockholders SSDI 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 stockholders shareholders of TargetSSDI. Anything to the contrary contained herein notwithstanding, Target SSDI shall not include in the solicitation statement any information with respect to Acquiror Nayna or its affiliates or affiliatex xx associates, the form and content of which information shall not have been approved by Acquiror Nayna prior to such inclusioninxxxxxon.