Common use of Stockholder Approval; Information Statement Clause in Contracts

Stockholder Approval; Information Statement. (i) As promptly as possible after the execution and delivery of this Agreement, the Company shall prepare and file with the SEC, and use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable an information statement meeting the requirements of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the "Information Statement") shall otherwise comply with ---------------------- Applicable Law in connection with obtaining the approval of the Company's stockholders in connection with the transactions contemplated hereby. The Company will provide the Purchasers with a copy of the preliminary Information Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with the Purchasers in connection therewith. The Company will notify the Purchasers promptly of any 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 the Purchasers 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. If at any time after the mailing of the Information Statement to the Company's stockholders there shall occur any event that 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. The Company will not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers reasonably object. Except with respect to information provided in writing by UBS, LSC or ITI, the Company covenants that the Information Statement, including any amendment or supplement thereto shall not contain any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading.

Stockholder Approval; Information Statement. (i) As promptly as possible after the execution and delivery of this Agreement, the Company shall (i) will prepare and file with the SEC, and use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable an information statement meeting the requirements of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the "Information Statement"); and (ii) shall will otherwise comply with ---------------------- Applicable Law in connection with obtaining the approval of the Company's stockholders in connection with the transactions contemplated hereby. The Company will provide the Purchasers with a copy of the preliminary Information Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with the Purchasers in connection therewith. The Company will notify the Purchasers promptly of any 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 the Purchasers 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. If at any time after the mailing of the Information Statement to the Company's stockholders there shall occur any event that 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. The Company will not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers reasonably object. Except with respect to information provided in writing by UBS, LSC or ITI, the The Company covenants that the Information Statement, including any amendment or supplement thereto shall not contain any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading.

Stockholder Approval; Information Statement. (i) As promptly as possible after the execution and delivery of this Agreement, the Company shall prepare and file with the SEC, and use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable an information statement meeting the requirements of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the "Information Statement") shall otherwise comply with ---------------------- Applicable Law in connection with obtaining the approval of the Company's stockholders in connection with the transactions contemplated hereby. The Company will provide the Purchasers with a copy of the preliminary Information Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with the Purchasers in connection therewith. The Company will notify the Purchasers promptly of any 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 the Purchasers 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. If at any time after the mailing of the Information Statement to the Company's stockholders there shall occur any event that 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. The Company will not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers reasonably object. Except with respect to information provided in writing by UBS, LSC or ITI, the Company covenants that the Information Statement, including any amendment or supplement thereto shall not contain any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading.

Stockholder Approval; Information Statement. (i) As promptly as possible after After the execution and delivery of this Agreement, the Company shall prepare take all action necessary in accordance with Delaware Law, California Law and file with the SECCompany’s organizational documents, to solicit and obtain the Required Company Stockholder Vote, and use its reasonable best efforts shall deliver the Written Consent to have cleared Parent by 11:59 p.m. Pacific Time on the next Business Day after the date of the execution and delivery of this Agreement. Prior to or immediately following the execution and delivery of this Agreement, Parent, as sole stockholder of Merger Sub, shall adopt this Agreement and approve the Merger and the related transactions contemplated hereby in accordance with Delaware Law and Merger Sub’s organizational documents. Following receipt by the SEC and will thereafter mail Company of the Written Consent, within five (5) Business Days following the date of this Agreement, the Company shall deliver to its stockholders as promptly as practicable each Securityholder an information statement meeting the requirements of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the "Information Statement") shall otherwise comply with ---------------------- Applicable Law in connection with obtaining the approval of the Company's stockholders in connection with regarding the transactions contemplated herebyby this Agreement (as it may be amended or supplemented from time to time, the “Information Statement”). The Company will provide the Purchasers with a copy of the preliminary Information Statement and all modifications thereto At least one (1) Business Day prior to filing or the Company’s delivery to the SEC and will consult with the Purchasers in connection therewith. The Company will notify the Purchasers promptly of any 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 the Purchasers 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. If at any time after the mailing of the Information Statement to the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Information Statementeach Securityholder, the Company will promptly prepare shall provide the Information Statement to Parent for its review and mail comment and the Company shall in good faith consider and incorporate any comments provided by Parent. The Information Statement shall constitute an information statement for the Company’s solicitation of consent of the holders of Company Capital Stock with respect to its stockholders such an amendment or supplementthe adoption of this Agreement and the approval of the Merger and a notice of the availability of appraisal and dissenters’ rights under Delaware Law and California Law, and also shall include (i) a statement to the effect that the Company Board has unanimously recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement and the approval of the Merger and (ii) a statement that adoption of this Agreement constitutes, among other things, approval by the holders of Company Capital Stock of the Securityholders’ Representative Reserve by the Securityholder Representative and the withholding of the Escrow Amount. The Company will not mail any represents, covenants and agrees that none of the information supplied or to be supplied by the Company for inclusion in the Information Statement, Statement or any amendment or supplement theretothereto contained (or will contain), to which as of the Purchasers reasonably object. Except with respect to information provided in writing by UBSdate of the delivery of such document or the Written Consent, LSC or ITI, the Company covenants that the Information Statement, including any amendment or supplement thereto shall not contain any untrue statement of a material fact fact, or omission of a omitted (or will omit) to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading.

Stockholder Approval; Information Statement. (i) As promptly as possible after the execution and delivery of this Agreement, the Company shall (i) will prepare and file with the SEC, and use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable an information statement meeting the requirements of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the "Information Statement"); and (ii) shall will otherwise comply --------------------- with ---------------------- Applicable Law in connection with obtaining the approval of the Company's stockholders in connection with the transactions contemplated hereby. The Company will provide the Purchasers with a copy of the preliminary Information Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with the Purchasers in connection therewith. The Company will notify the Purchasers promptly of any 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 the Purchasers 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. If at any time after the mailing of the Information Statement to the Company's stockholders there shall occur any event that 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. The Company will not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers reasonably object. Except with respect to information provided in writing by UBS, LSC or ITI, the The Company covenants that the Information Statement, including any amendment or supplement thereto shall not contain any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading.