Preparation of the Information Statement. (a) As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC the Information Statement in preliminary form pursuant to Regulation 14C promulgated under the Exchange Act. Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Information Statement and to cause the Information Statement to be mailed to the Company's stockholders as promptly as practicable following the date hereof. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Information Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the consent of Parent, such consent not to be unreasonably withheld.
Preparation of the Information Statement. (a) If based on discussion with the SEC and/or Nasdaq, Purchaser reasonably concludes that the SEC or Nasdaq requires it to file an Information Statement prior to the Effective Time to complete the Merger (the “Prior Stockholder Approval Conclusion”), as promptly as reasonably practicable after the Prior Stockholder Approval Conclusion, (i) Target and Purchaser shall jointly prepare, and Purchaser shall file with the SEC the Information Statement concerning Purchaser’s Written Consent and the Transactions to be sent to the Purchaser’s Stockholders. Purchaser and Target each shall use its reasonable best efforts to respond promptly to comments from the SEC. Purchaser shall cause the Information Statement be mailed to the Purchaser Stockholders as promptly as reasonably practicable after the SEC declares that it has no further comments to the Information Statement. The remainder of this subsection 6.6 as it applies to an Information Statement as well as the provisions in subsection 8.5 (Cooperation with Purchaser to Prepare the Information Statement), shall not be applicable if there is no Prior Stockholder Approval Conclusion.
Preparation of the Information Statement. As promptly as ---------------------------------------- practicable after the date hereof, the Buyer will prepare an information statement (the "Information Statement") relating to the --------------------- offering and issuance of the Buyer Shares and the Special Company Meeting. The Company will assist and participate in the preparation of the Information Statement; provided, however, that the final -------- ------- determination of any issues related thereto shall be made by the Buyer, in consultation with its counsel. The Information Statement shall include such disclosure materials as are necessary for the offer and issuance of Buyer Shares in connection with the Merger, and shall include information regarding the terms of the Merger and this Agreement. Each of the Buyer and the Company shall use its reasonable efforts to cause the Information Statement to comply with applicable federal and state securities laws. Each of the Buyer and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in preparation of the Information Statement. The Company will promptly advise the Buyer, and the Buyer will promptly advise the Company, in writing if at any time prior to the Effective Time either the Buyer or the Company shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, the Company or the Buyer, as the case may be, will promptly inform the others of such occurrence and cooperate in mailing to the Company's shareholders of record, such amendment or supplement.
Preparation of the Information Statement. Within 7 days following the execution of this Agreement, Ocean shall prepare and file with the SEC an Information Statement meeting the requirements of Regulation 14c and Rule 14c-101 under the Exchange Act relating to (i) the adoption of this Agreement and the approval of the Exchange and the other transactions contemplated hereby; (ii) approval of the change of Ocean’s name to Info By Phone, Inc.
Preparation of the Information Statement. As promptly as practicable after the date hereof, Nexcom will prepare an information statement to be delivered to the shareholders and option holders of Nexcom for purposes of soliciting their consent to the Merger (the "INFORMATION STATEMENT"). The Information Statement shall be in form reasonably satisfactory to ISSI and its counsel.
Preparation of the Information Statement. As promptly as practicable after the date hereof, Ridge will prepare an information statement to be delivered to the stockholders and option holders of Ridge for purposes of soliciting their consent to the Merger (the "Information Statement"). The Information Statement shall be in form reasonably satisfactory to Adaptec and its counsel. Adaptec will take any reasonable action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of the Adaptec Common Stock in the Merger.
Preparation of the Information Statement. The Company shall as promptly as practicable prepare and file an information statement relating to the Transaction (together with all amendments, supplements and exhibits thereto, the "Information Statement") with the SEC and will diligently respond to any comments of the SEC or its staff and cause the Information Statement to be mailed to the Company's stockholders at the earliest practical time; provided, however, that the Company shall (i) furnish to Buyer a copy of the Information Statement and allow Buyer a reasonable opportunity to comment thereon prior to the filing of the Information Statement with the SEC; and (ii) furnish to Buyer a copy of any applicable proxy or related information provided to stockholders with respect to the Information Statement and allow Buyer five (5) business days to comment thereon prior to dispatch to the Company stockholders. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Information Statement or for additional information and will supply Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement or the Transaction. If at any time prior to the Information Effective Date there shall occur any event that the Company determines must or should be set forth in an amendment or supplement to the Information Statement, the Company will promptly prepare and mail to its stockholders such an amendment or supplement with a copy to Buyer. The Company shall perform all its obligations pursuant to this Section 8.2 at its own expense.
Preparation of the Information Statement. If the Grande Holdings Stockholders’ Approval is obtained by written consent, Grande Holdings shall cause the Information Statement and notice of such written consent to be delivered to all of the Securityholders in accordance with the DGCL and its certificate of incorporation and bylaws, not later than the tenth business day after the Grande Holdings Stockholders’ Approval is obtained. If at any time prior to the Closing Date, the officers and directors or managers of the ABRY Parties or Grande Holdings discover any statement which, in light of the circumstances in which it is made, is false or misleading with respect to a material fact or omits to state a material fact necessary to make the statement made in the Information Statement not misleading, then such party shall immediately notify the other party of such misstatement or omission.
Preparation of the Information Statement. As promptly as practicable after the date hereof, Incat will prepare an information statement to be delivered to the shareholders and option holders of Incat for purposes of soliciting their consent to the Merger (the "Information Statement"). The Information Statement shall be in form reasonably satisfactory to Adaptec and its counsel. Adaptec will take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of the Adaptec Common Stock in the Merger.
Preparation of the Information Statement. (a) As promptly as practicable following the date of this Agreement, the Company and Parent shall prepare an information statement (the "INFORMATION STATEMENT") and the Company shall use its commercially reasonable efforts to cause the materials and agreements listed in Clause 2.2(b)(i)-(viii) to be mailed to the Company's shareholders as promptly as practicable following the date of this Agreement. Notwithstanding the foregoing, prior to mailing the Information Statement and Written Consent Solicitation (or any amendment or supplement thereto), the Company (i) shall provide Parent an opportunity to review and comment on such document or response, and (ii) shall not mail such document prior to receiving Parent's written approval of the contents of the Information Statement, such approval not to be unreasonably withheld.
