Common use of Seller Information Statement Clause in Contracts

Seller Information Statement. (a) Seller shall afford Buyer and its legal counsel a reasonable opportunity to review and comment on any solicitation materials, including solicitation of action by written consent, that Seller distributes to its stockholders in connection with the Merger, which shall be diligently prepared and distributed to Seller's stockholders as soon as reasonably practicable after the date of this Agreement and, at such date, such solicitation materials will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order that the statements made therein, in light of the circumstances under which they are made, not misleading (except that Seller shall not be responsible under this Section 5.11(a) with respect to statements made therein based on information supplied by Buyer expressly for inclusion in such solicitation materials). To the greatest extent practicable, information required to be disclosed in both the Buyer Proxy Statement and any such solicitation materials shall be disclosed in an identical manner. (b) Seller shall furnish to Buyer, and revise, written information concerning itself expressly for inclusion in the Buyer Proxy Statement, including without limitation by reviewing and commenting (with respect to information concerning Seller) on drafts of the Buyer Proxy Statement and the preliminary proxy statement to be prepared pursuant to Section 5.10. Seller shall inform Buyer of any change regarding such information so that such Seller-furnished information will not, at both the date mailed to Buyer stockholders and at the time of the meeting of Buyer stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated in Seller furnished information or necessary in order to make the statements made in Seller-furnished information, in light of the circumstances under which they are made, not misleading.

Seller Information Statement. (a) Seller shall afford (i) promptly, after execution of this Agreement, but in no event later than ten (10) Business Days after the date of this Agreement, prepare and file with the SEC, use its reasonable best efforts to have cleared by the SEC and thereafter mail to its Stockholders as promptly as practicable but in no event later than two (2) Business Days after receiving clearance by the SEC the Seller Information Statement notifying the Stockholders of the approval of the transactions contemplated by this Agreement and adoption of this Agreement by the Majority Stockholder Written Consent and (ii) prior to filing with the SEC, provide Parent and Buyer and its legal counsel a reasonable opportunity to review and comment on any solicitation materialsthe Seller Information Statement, including solicitation of action by written consent, that Seller distributes as may be amended or supplemented from time to its stockholders in connection with the Mergertime, which shall be diligently prepared and distributed to Seller's stockholders as soon as reasonably practicable after the date of this Agreement and, at such date, such solicitation materials will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order that the statements made therein, in light of the circumstances under which they are made, not misleading (except that Seller comments shall not be responsible under unreasonably delayed so as to cause Seller to be unable to comply with the time deadline set forth in this Section 5.11(a5.09(a) with respect to statements made therein based on information supplied by so long as Buyer expressly is provided a reasonable opportunity for inclusion in such solicitation materials). To the greatest extent practicable, information required to be disclosed in both the Buyer Proxy Statement and any such solicitation materials shall be disclosed in an identical mannerreview. (b) Seller shall furnish to advise Parent and Buyer, and revisepromptly after it receives notice thereof (but in no event later than one (1) Business Day thereafter), written that the SEC has requested any amendment or supplement to the Seller Information Statement or any additional information concerning itself expressly for inclusion in relating thereto, or has otherwise provided any comments thereto, or that the Buyer Proxy Statement, including without limitation by reviewing and commenting (with respect to information concerning Seller) on drafts of SEC has cleared the Buyer Proxy Seller Information Statement and provide to Parent, Buyer and their counsel any copies of correspondence received from the preliminary proxy statement to be prepared pursuant to Section 5.10SEC. Seller shall inform not file any amendment or supplement to the Seller Information Statement or other correspondence related thereto without the prior approval of Parent or Buyer as to any information contained therein that may reflect upon the transactions contemplated hereby, Parent, Buyer, any of their Affiliates or the businesses of Parent, Buyer or any change regarding of their Affiliates (such information approval not to be unreasonably withheld or delayed so that such Seller-furnished information will notlong as Parent or Buyer is provided a reasonable opportunity for review and Seller engages in good faith discussions with respect thereto). (c) If, at both any time prior to the date mailed Effective Time, any event or circumstance relating to Seller or the Business, or their respective officers or directors, should be discovered by Seller, which, pursuant to the 1934 Act, should be set forth in an amendment or a supplement to the Seller Information Statement, Seller shall promptly inform Parent and Buyer stockholders and at thereof but in no event later than one (1) Business Day after the time of discovery thereof. (d) To the meeting of Buyer stockholders to be held in connection with extent required by the Merger1934 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Seller furnished information or necessary in order to make Information Statement shall include the statements made in Seller-furnished information, in light of the circumstances under which they are made, not misleadingBoard Recommendation.

Seller Information Statement. (a) Seller shall afford Buyer and its legal counsel a reasonable opportunity to review and comment on any solicitation materials, including solicitation of action by written consent, that Seller distributes to its stockholders in connection with the Merger, which shall be diligently prepared and distributed to Seller's stockholders as soon as reasonably practicable after the date 30 March 5, 1998 of this Agreement and, at such date, such solicitation materials will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order that the statements made therein, in light of the circumstances under which they are made, not misleading (except that Seller shall not be responsible under this Section 5.11(a) with respect to statements made therein based on information supplied by Buyer expressly for inclusion in such solicitation materials). To the greatest extent practicable, information required to be disclosed in both the Buyer Proxy Statement and any such solicitation materials shall be disclosed in an identical manner. (b) Seller shall furnish to Buyer, and revise, written information concerning itself expressly for inclusion in the Buyer Proxy Statement, including without limitation by reviewing and commenting (with respect to information concerning Seller) on drafts of the Buyer Proxy Statement and the preliminary proxy statement to be prepared pursuant to Section 5.10. Seller shall inform Buyer of any change regarding such information so that such Seller-furnished information will not, at both the date mailed to Buyer stockholders and at the time of the meeting of Buyer stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated in Seller furnished information or necessary in order to make the statements made in Seller-furnished information, in light of the circumstances under which they are made, not misleading.