Common use of Shareholder Consent; Information Statement Clause in Contracts

Shareholder Consent; Information Statement. Seller shall use its best efforts to obtain the Shareholder Consent as promptly as practicable after the execution and delivery of this Agreement, including exercising any rights Seller may have under any voting agreements or similar arrangements that Seller and any of its shareholders is a party to. Within five (5) Business Days following the receipt of the Shareholder Consent, Seller shall prepare and file with the SEC the Information Statement. Seller shall promptly notify Purchaser of the receipt of any comments of the SEC with respect to the Information Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Purchaser copies of all correspondence between Seller or any Representative of Seller and the SEC with respect to the Information Statement. Seller shall (i) give Purchaser and its counsel the opportunity to review and comment on the Information Statement and all responses to requests for additional information by, and replies to comments of, the SEC, (ii) take into good faith consideration all comments reasonably proposed by Purchaser and (iii) not file such document with the SEC prior to providing Purchaser and its counsel a reasonable opportunity to review and comment thereon it being acknowledged and agreed that two (2) days constitutes a reasonable opportunity. Seller will use its commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as reasonably practicable after its filing and thereafter cause the Information Statement to be mailed to its shareholders as promptly as reasonably practicable (but no more than twenty (20) Business Days) after the Information Statement has been declared effective by the SEC. Purchaser shall furnish all information concerning itself and its Subsidiaries as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement. Purchaser agrees that it shall reasonably cooperate with and assist Seller, including providing Seller upon request (as promptly as reasonably practicable) with the information concerning Purchaser and its Affiliates, directors and officers required to be included in the Information Statement. If at any time prior to the Closing, any information relating to Seller or Purchaser or any of their respective Affiliates, officers or directors should be discovered by Seller or Purchaser that should be set forth in an amendment or supplement to the Information Statement so that the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC, and to the extent required by Applicable Law, disseminated to the shareholders of Seller. Seller shall be solely responsible for the costs and expenses incurred in connection with the preparation, mailing and filing of the Information Statement.

Shareholder Consent; Information Statement. Seller (a) Immediately following the execution of this Agreement, the Company shall use its best efforts to obtain secure the Shareholder Consent as promptly as practicable after Requisite Shareholders’ Approval, authorizing and approving this Agreement and the Merger in accordance with the Act. The Company anticipates that such consent will be accomplished immediately following the execution and delivery of this Agreement in connection with the execution of the Principal Equityholders Agreement. Promptly following receipt of the Requisite Shareholders’ Approval, the Company shall deliver a copy of such Requisite Shareholders’ Approval to Parent. (b) Neither the Company, the Representative nor any representatives of the Company shall communicate or participate or engage in discussions with, or provide any information to, any holders of Company Shares, including, without limitation, in respect of solicitation of proxies, consents, authorizations or votes, in respect of this Agreement, the Merger or the transactions contemplated hereby or thereby, except (i) through written materials or oral scripts, including exercising any rights Seller may question and answer scripts, that have under any voting agreements been approved by Parent or similar arrangements that Seller Merger Sub, or (ii) otherwise in a manner to support, and any of its shareholders is a party to. Within five consistent with, the Board Recommendation. (5c) Business Days following In connection with the receipt of Merger, the Shareholder Consent, Seller Company shall prepare and file deliver to each Shareholder, within ten (10) days after the date hereof, a confidential notice and information statement (the “Information Statement”), providing an accurate summary of all material terms of this Agreement, the Transaction Documents and the Merger; provided, however, that the Company will provide Parent and Merger Sub with an initial draft of the SEC Information Statement on or prior to the date hereof and of any subsequent drafts incorporating material changes thereto granting, in each case, Parent and Merger Sub at least forty-eight (48) hours opportunity to comment thereon and will otherwise consult with Parent and Merger Sub with respect to such Information Statement. Seller shall promptly The Company will notify Purchaser of the receipt of any comments of the SEC with respect Parent and Merger Sub at least forty-eight (48) hours prior to the Information Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Purchaser copies of all correspondence between Seller or any Representative of Seller and the SEC with respect to the Information Statement. Seller shall (i) give Purchaser and its counsel the opportunity to review and comment on the Information Statement and all responses to requests for additional information by, and replies to comments of, the SEC, (ii) take into good faith consideration all comments reasonably proposed by Purchaser and (iii) not file such document with the SEC prior to providing Purchaser and its counsel a reasonable opportunity to review and comment thereon it being acknowledged and agreed that two (2) days constitutes a reasonable opportunity. Seller will use its commercially reasonable efforts to have the Information Statement cleared by the SEC as promptly as reasonably practicable after its filing and thereafter cause the Information Statement to be mailed to its shareholders as promptly as reasonably practicable (but no more than twenty (20) Business Days) after the Information Statement has been declared effective by the SEC. Purchaser shall furnish all information concerning itself and its Subsidiaries as may be reasonably requested in connection with the preparation, filing and distribution mailing of the Information Statement. Purchaser agrees that it shall reasonably cooperate with and assist Seller, including providing Seller upon request (as promptly as reasonably practicable) with the information concerning Purchaser and its Affiliates, directors and officers required to be included in the Information Statement. If at any time prior to the Closing, any information relating to Seller or Purchaser or any of their respective Affiliates, officers or directors should be discovered by Seller or Purchaser that should be set forth in an amendment or supplement to the Information Statement so that the The Information Statement shall not contain any untrue statement of include (i) a material fact or omit notice to state any material fact required to be stated therein or necessary to make the statements therein, effect that the Company’s Board unanimously determined that the Merger is advisable in light accordance with the Act and in the best interests of the circumstances under which they were made, not misleadingShareholders and unanimously approved and adopted this Agreement, the party which discovers such information shall promptly notify Merger and the other parties hereto transactions contemplated hereby, (ii) a notice of the actions taken in the Requisite Shareholder Approval, including the approval and an appropriate amendment or supplement adoption of this Agreement, the Merger and the other transactions contemplated hereby in accordance with the Act and the bylaws of the Company, (iii) a notice to such Shareholders of their dissent and appraisal rights pursuant to the Act (including a copy of the applicable section of the Act identifying and describing such dissent and appraisal rights) and such other information as Parent shall be filed with the SEC, and to the extent required by Applicable Law, disseminated to the shareholders of Seller. Seller shall be solely responsible for the costs and expenses incurred in connection with the preparation, mailing and filing of the Information Statementreasonably request.