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, Papyrus and Buyer shall jointly prepare a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the Papyrus Stockholders describing this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. The information supplied by Papyrus for inclusion in the Joint Solicitation Statement to be sent to the Papyrus Stockholders shall not, on the date the Joint Solicitation Statement is first mailed to the Papyrus Stockholders or at the Effective Time, contain any statement which, 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 which has become false or misleading. Notwithstanding the foregoing, Papyrus makes no representation, warranty or covenant with respect to any information supplied by Buyer or Merger Sub which is contained in any of the foregoing documents. The information supplied by Buyer for inclusion in the Joint Solicitation Statement shall not, on the date the Joint Solicitation Statement is first mailed to Papyrus' stockholders, nor at the Effective Time, contain any statement which, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. Notwithstanding the foregoing, Buyer and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Papyrus which is contained in any of the foregoing documents.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Papyrus and Buyer Target shall jointly prepare prepare, with the cooperation of Acquiror, a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the Papyrus Stockholders 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 Papyrus Target for inclusion in the Joint Solicitation Statement solicitation statement to be sent to the Papyrus Stockholders stockholders of Target shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to the Papyrus Stockholders Target's stockholders or at the Effective Time, contain any statement whichthat, 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 which that has become false or misleading. Notwithstanding the foregoing, Papyrus Target makes no representation, warranty or covenant with respect to any information supplied by Buyer Acquiror or Merger Sub which that is contained in any of the foregoing documents. The information supplied by Buyer Acquiror or Merger Sub for inclusion in the Joint Solicitation Statement solicitation statement shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to Papyrus' stockholders, nor Target's stockholders or at the Effective Time, contain any statement whichthat, 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 it is they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication which that has become false or misleading. Notwithstanding the foregoing, Buyer Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Papyrus which Target that is contained in any of the foregoing documents.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Papyrus and Buyer Company shall jointly prepare prepare, with the cooperation of Parent, a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the Papyrus Stockholders Company Shareholders describing this Agreement, the Certificate of Merger Agreement and the transactions contemplated hereby and thereby. Parent shall provide such information about Parent as Company shall reasonably request. The information supplied by Papyrus Company for inclusion in the Joint Solicitation Statement to be sent to the Papyrus Stockholders Company Shareholders shall not, on the date the Joint Solicitation Statement is first mailed to the Papyrus Stockholders Company Shareholders or at the Effective Time, contain any untrue statement which, 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 which has become false or misleading. Notwithstanding the foregoing, Papyrus Company makes no representation, warranty or covenant with respect to any information supplied by Buyer Parent or Merger Sub which is contained in any of the foregoing documentsSolicitation Statement. The information supplied by Buyer Parent for inclusion in the Joint Solicitation Statement shall not, on the date the Joint Solicitation Statement is first mailed to Papyrus' stockholdersCompany Shareholders, nor at the Effective Time, contain any untrue statement which, 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 it is made, not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. Notwithstanding the foregoing, Buyer Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Papyrus 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.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Papyrus and Buyer the Corporation shall jointly prepare prepare, with the cooperation of the Purchaser, a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the Papyrus Stockholders shareholders of the Corporation describing this Agreement, the Certificate Agreement of Merger and the transactions contemplated hereby and thereby. The Purchaser shall provide such information about the Purchaser as the Corporation shall reasonably request. The information supplied by Papyrus the Corporation for inclusion in the Joint Solicitation Statement solicitation statement to be sent to the Papyrus Stockholders shareholders of the Corporation shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to the Papyrus Stockholders Corporation's shareholders or at the Effective Time, contain any statement whichthat, 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 which that has become false or misleading. Notwithstanding the foregoing, Papyrus the Corporation makes no representation, warranty or covenant with respect to any information supplied by Buyer the Purchaser or Merger Sub which that is contained in any of the foregoing documents. The information supplied by Buyer the Purchaser or Merger Sub for inclusion in the Joint Solicitation Statement solicitation statement shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to Papyrus' stockholders, nor the Corporation's shareholders or at the Effective Time, contain any statement whichthat, 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 it is they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any an earlier communication which that has become false or misleading. Notwithstanding the foregoing, Buyer the Purchaser and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Papyrus which the Corporation that is contained in any of the foregoing documents.. The solicitation statement shall constitute a disclosure document for the offer and issuance of shares of Purchaser Common Stock to be received by the Corporation Stockholders in the Merger. The Purchaser and 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 the Purchaser and the Corporation agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable 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 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 the Corporation that the 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 Corporation Stockholders. Anything to the contrary contained herein notwithstanding, the Corporation shall not include in the solicitation statement any information with respect to the Purchaser or its affiliates or associates, the form and content of which information shall not have been approved by 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, Papyrus and Buyer Target shall jointly prepare prepare, with the cooperation of Acquiror, a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the Papyrus Stockholders shareholders of Target describing this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. As soon as practicable following the completion of the solicitation statement, Target shall deliver a copy of such solicitation statement to each shareholder of Target. The information supplied by Papyrus Target for inclusion in the Joint Solicitation Statement solicitation statement to be sent to the Papyrus Stockholders shareholders of Target shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to the Papyrus Stockholders Target's shareholders or at the Effective Time, contain any statement which, 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 which has become false or misleading. Notwithstanding the foregoing, Papyrus Target makes no representation, warranty or covenant with respect to any information supplied by Buyer Acquiror or Merger Sub which 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 Buyer Acquiror and Merger Sub for inclusion in the Joint Solicitation Statement solicitation statement shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to Papyrus' stockholdersTarget's shareholders, nor at the Effective Time, contain any statement which, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. Notwithstanding the foregoing, Buyer Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Papyrus Target which is contained in any of the foregoing documents.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Papyrus and Buyer the Corporation shall jointly prepare prepare, with the cooperation of the Purchaser, a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the Papyrus Stockholders shareholders of the Corporation describing this Agreement, the Certificate Agreement of Merger and the transactions contemplated hereby and thereby. The Purchaser shall provide such information about the Purchaser as the Corporation shall reasonably request. The information supplied by Papyrus the Corporation for inclusion in the Joint Solicitation Statement solicitation statement to be sent to the Papyrus Stockholders shareholders of the Corporation shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to the Papyrus Stockholders Corporation's shareholders or at the Effective Time, contain any statement whichthat, 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 which that has become false or misleading. Notwithstanding the foregoing, Papyrus the Corporation makes no representation, warranty or covenant with respect to any information supplied by Buyer the Purchaser or Merger Sub which that is contained in any of the foregoing documents. The information supplied by Buyer the Purchaser or Merger Sub for inclusion in the Joint Solicitation Statement solicitation statement shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to Papyrus' stockholders, nor the Corporation's shareholders or at the Effective Time, contain any statement whichthat, 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 it is they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any an earlier communication which that has become false or misleading. Notwithstanding the foregoing, Buyer the Purchaser and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Papyrus which the Corporation that is contained in any of the foregoing documents.. The solicitation statement shall constitute a disclosure document for the offer and issuance of shares of Purchaser Common Stock to be received by the Corporation Stockholders in the Merger. The Purchaser and the Corporation shall each use reasonable commercial efforts to cuase the solicitation statement to comply with applicable federal and state securities laws requirements. Each of the Purchaser and the Corporation agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, n the reasonable 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 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 the Corporation that the 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 Corporation Stockholders. Anything to the contrary contained herein notwithstanding, the Corporation shall not include in the solicitation statement any information with respect to the Purchaser or its affiliates or associates, the form and content of which information shall not have been approved by the Purchaser prior to such inclusion. [Signature Page Follows]

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Papyrus Naviset and Buyer NEBO shall jointly prepare a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the Papyrus Stockholders shareholders of Naviset describing this Agreement, the Certificate of Merger Agreement and the transactions contemplated hereby and thereby. The information supplied by Papyrus Naviset for inclusion in the Joint Solicitation Statement solicitation statement to be sent to the Papyrus Stockholders shareholders of Naviset shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to the Papyrus Stockholders Naviset's shareholders or at the Effective TimeClosing, contain any statement which, 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 which has become false or misleading. Notwithstanding the foregoing, Papyrus Naviset makes no representation, warranty or covenant with respect to any information supplied by Buyer or Merger Sub which is NEBO contained in any of the foregoing documents. The information supplied by Buyer NEBO for inclusion in the Joint Solicitation Statement solicitation statement shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to Papyrus' stockholdersNaviset's shareholders, nor at the Effective TimeClosing, contain any statement which, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. Notwithstanding the foregoing, Buyer and Merger Sub make NEBO makes no representation, warranty or covenant with respect to any information supplied by Papyrus which Naviset that is contained in any of the foregoing documents. The solicitation statement shall constitute a disclosure document for the offer and issuance of shares of NEBO Shares to be received by the holders of Naviset Shares in the Exchange. NEBO and Naviset shall each use reasonable commercial efforts to cause the solicitation statement to comply with applicable federal and state securities laws requirements. Each of NEBO and 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. Naviset will promptly advise NEBO, and NEBO will promptly advise Naviset, in writing if at any time prior to the Closing either Naviset or 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 of directors of Naviset that the Naviset Shareholders approve the Exchange and this Agreement and the conclusion of the board of directors that the terms and conditions of the Exchange are fair and reasonable to the shareholders of Naviset. Anything to the contrary contained herein notwithstanding, Naviset shall not include in the solicitation statement any information with respect to NEBO or its affiliates or associates, the form and content of which information shall not have been approved by NEBO prior to such inclusion.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution Target has prepared and delivered to each of this Agreement, Papyrus and Buyer shall jointly prepare Target’s shareholders a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the Papyrus Stockholders Target’s shareholders describing this Agreement, the Certificate Agreement of Merger, the Merger and the transactions contemplated hereby and therebythereby (the “Solicitation Statement”). The information supplied by Papyrus for inclusion Solicitation Statement contains the recommendation of the board of directors of Target 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 Joint best interests of Target’s shareholders. The Solicitation Statement to be sent to the Papyrus Stockholders shall not, on conforms in all respects with all applicable Laws. On the date the Joint Solicitation Statement is was first mailed to Target’s shareholders, the Papyrus Stockholders or Solicitation Statement did not, and at the Effective Time, the Solicitation Statement will not, (i) contain any statement which, 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 which that has become false or misleading. Notwithstanding the foregoing, Papyrus Target makes no representation, warranty or covenant with respect to any information supplied by Buyer Acquiror or Merger Sub which that is contained in any of the foregoing documents. The information supplied by Buyer Acquiror or Merger Sub for inclusion in the Joint Solicitation Statement solicitation statement shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to Papyrus' stockholders, nor Target’s shareholders or at the Effective Time, contain any statement whichthat, 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 it is they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication which that has become false or misleading. Notwithstanding the foregoing, Buyer Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Papyrus which Target that is contained in any of the foregoing documents. Target has delivered written consents of Target’s shareholders from the holders of all outstanding shares of Target Capital Stock entitled to vote on this Agreement and the Merger prior to the Closing Date.

Preparation of Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Papyrus AcuVoice and Buyer fonix shall jointly prepare a solicitation statement (the "Joint Solicitation Statement") for the solicitation of approval of the Papyrus Stockholders shareholders of AcuVoice describing this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. The information supplied by Papyrus AcuVoice for inclusion in the Joint Solicitation Statement solicitation statement to be sent to the Papyrus Stockholders shareholders of AcuVoice shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to the Papyrus Stockholders AcuVoice's shareholders or at the Effective Time, contain any statement which, 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 which has become false or misleading. Notwithstanding the foregoing, Papyrus AcuVoice makes no representation, warranty or covenant with respect to any information supplied by Buyer fonix or Merger Sub which is contained in any of the foregoing documents. The information supplied by Buyer fonix for inclusion in the Joint Solicitation Statement solicitation statement shall not, on the date the Joint Solicitation Statement solicitation statement is first mailed to Papyrus' stockholdersAcuVoice's shareholders, nor at the Effective Time, contain any statement which, 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 it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. Notwithstanding the foregoing, Buyer fonix and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Papyrus AcuVoice which is contained in any of the foregoing documents.