Stockholder Approval; Consents; Notices. (a) On the date hereof, the Company shall complete the preparation of an information statement concerning the Merger for the Stockholders, together with a copy of Section 262 of the DGCL (the “Stockholder Information Statement”), in form and substance reasonably acceptable to Parent and its counsel and in accordance with applicable Laws and the Charter Documents, including the Stockholder Consent. The Company shall use reasonable best efforts to secure after the execution and delivery of this Agreement (but no later than twenty-four (24) hours thereafter), the delivery of the Stockholder Consent, which shall constitute the Required Stockholder Vote.
Stockholder Approval; Consents; Notices. (a) On the date hereof, the Company shall complete the preparation of and shall distribute to the Stockholders, an information statement concerning the Merger for the Stockholders, together with a copy of Section 262 of the DGCL (the “Information Statement”), in form and substance acceptable to Parent and its counsel and in accordance with applicable Laws and the Charter Documents, including the Stockholder Consent. The Company shall use its commercially reasonable efforts to secure after the execution and delivery of this Agreement (but no later than twenty-four (24) hours thereafter), the delivery of the Stockholder Consent with the Required Stockholder Vote. Parent shall provide such information about Parent as the Company shall reasonably request for inclusion in the Information Statement. None of the information supplied by the Company for inclusion or incorporation by reference in the Information Statement, at the time it is provided to the Stockholders and at the time of the consent solicitation in connection with the Merger, (i) will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) fail to comply with applicable Law in any material respect; provided, however, that the Company makes no representation, warranty or covenant with respect to any information expressly supplied by Parent in writing for inclusion in the Information Statement. The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent 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 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
