Common use of Stockholder Materials Clause in Contracts

Stockholder Materials. Reasonably promptly following the date of this Agreement, the Company shall deliver to each Stockholder and Optionholder, as applicable, (i) an information statement that includes all information that is required to be given to the Stockholders pursuant to the Company’s Organizational Documents and the DGCL in connection with the Merger, (ii) at the direction of and on behalf of OCM Drum Investors, L.P., a Drag-Along Notice (as defined in the Stockholders Agreement) with respect to the transactions contemplated by this Agreement in accordance with the Stockholders Agreement and (iii) all other reasonably appropriate documents in connection with solicitation of the affirmative vote or consent of the Stockholders who did not otherwise provide their affirmative vote or consent as part of the Requisite Stockholder Approval (subsections (i), (ii) and (iii), the “Stockholder Materials”), and (iv) the Letter of Transmittal. Prior to the delivery of the Stockholder Materials, the Company will give Buyer a reasonable opportunity, but in no event less than two (2) Business Days, to review and comment on reasonably final drafts of the Stockholder Materials. At the time the Stockholder Materials are sent and at all times subsequent thereto (through and including the Effective Time) (subject to any reasonable time period needed to prepare and circulate an amendment or supplement as contemplated by the next sentence), the Stockholder 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 to make the statements therein, not misleading. If, at any time prior to the Effective Time, any event or information should be discovered by the Company that should be set forth in an amendment or supplement to the Stockholder Materials, then the Company shall promptly inform Buyer of such occurrence, and the Company shall deliver to the Stockholders such amendment or supplement. The Stockholder Materials will include the recommendation of the Board of Directors of the Company in favor of this Agreement, the Related Documents and the transactions contemplated by this Agreement and the Related Documents and the conclusion of the Board of Directors of the Company that the terms and conditions of the Merger are fair and reasonable to, and in the best interests of, the Stockholders.

Stockholder Materials. Reasonably promptly following Within five Business Days of the date execution of this Agreement, the Company shall will deliver to each Stockholder and Optionholder, as applicable, (i) an information statement that includes statement, the form of written consent required pursuant to other provisions of this Agreement and all information that is may be required to be given to the Stockholders pursuant to the Company’s Organizational Documents and the DGCL in connection with the Merger, (ii) at the direction of and on behalf of OCM Drum Investorsincluding, L.P., a Drag-Along Notice (as defined in the Stockholders Agreement) with respect to the transactions contemplated by this Agreement in accordance with the Stockholders Agreement and (iii) all other reasonably appropriate documents in connection with solicitation extent applicable, adequate notice of the affirmative vote or consent of Merger and information concerning dissenters' rights under the Stockholders who did not otherwise provide their affirmative vote or consent as part of DGCL (the Requisite Stockholder Approval (subsections (i), (ii) and (iii), the “"Stockholder Materials”), and (iv") to all Stockholders entitled to receive such under the Letter of TransmittalDGCL. Prior to the delivery of the Stockholder Materials, the Company will give Buyer have given the Purchaser and its counsel a reasonable opportunity, opportunity (but in no event less fewer than two (2) Business Days, ) to review and comment on a reasonably final drafts draft of the Stockholder Materials. The form of written consent will include language to the effect that each consenting Stockholder agrees to be bound by the indemnification provisions of Article 9 of this Agreement applicable to them as if the consenting Stockholder were a signatory to this Agreement and will otherwise be in form and substance reasonably satisfactory to the Purchaser. The Stockholder Materials will also specify the address to which any notices concerning dissenters' rights must be sent and will request that a copy of such notice be sent to the Purchaser at an address specified by the Purchaser. At the time the Stockholder Materials are it is sent and at all times subsequent thereto (through and including the Effective Time) (subject to any reasonable time period needed to prepare and circulate an amendment or supplement as contemplated by the next sentence), the Stockholder 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 to make the statements therein, not misleading; provided, however, that the Company will not be responsible for information about the Purchaser which is accurately stated from information which the Purchaser has publicly released or filed or otherwise not objected to by the Purchaser or its representatives (including counsel), in writing, in connection with its above-stated review. If, at any time prior to the Effective Time, any event or information should be discovered by the Company that should which must legally be set forth in an amendment or supplement to the Stockholder Materials, then the Company shall will promptly inform Buyer the Purchaser of such occurrence, and the Company shall will deliver to the Stockholders such amendment or supplement. The Stockholder Materials will include the recommendation of the Board board of Directors directors of the Company in favor of this Agreement, the Related Documents and the transactions contemplated by this Agreement and the Related Documents Merger and the conclusion of the Board board of Directors directors of the Company that the terms and conditions of the Merger are fair and reasonable to, and in the best interests of, the Stockholders.

Stockholder Materials. Reasonably promptly Promptly following the date execution and delivery of this Agreement, the Company shall will deliver to each Stockholder and Optionholder, as applicable, (i) an information statement that includes statement, the form of written consent required pursuant to other provisions of this Agreement and all information that is may be required to be given to the Stockholders pursuant to the Company’s Organizational Documents and the DGCL in connection with the Merger, (ii) at the direction of and on behalf of OCM Drum Investorsincluding, L.P., a Drag-Along Notice (as defined in the Stockholders Agreement) with respect to the transactions contemplated by this Agreement in accordance with the Stockholders Agreement and (iii) all other reasonably appropriate documents in connection with solicitation extent applicable, adequate notice of the affirmative vote or consent of Merger and information concerning dissenters’ rights under the Stockholders who did not otherwise provide their affirmative vote or consent as part of the Requisite Stockholder Approval DGCL (subsections (i), (ii) and (iii), the “Stockholder Materials”), and (iv) to all Stockholders entitled to receive such under the Letter of TransmittalDGCL. Prior to the delivery of the Stockholder Materials, the Company will give Buyer have given the Purchaser and its counsel a reasonable opportunity, but in no event less than two (2) Business Days, opportunity to review and comment on reasonably final drafts of the Stockholder Materials. The form of written consent will include language to the effect that each consenting Stockholder agrees to be bound by the indemnification provisions of Article 9 of this Agreement as if the consenting Stockholder were a signatory to this Agreement and will otherwise be in form and substance reasonably satisfactory to the Purchaser. The Stockholder Materials will also specify the address to which any notices concerning dissenters’ rights must be sent and will request that a copy of such notice be sent to the Purchaser at an address specified by the Purchaser. At the time the Stockholder Materials are it is sent and at all times subsequent thereto (through and including the Effective Time) (subject to any reasonable time period needed to prepare and circulate an amendment or supplement as contemplated by the next sentence), the Stockholder 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 to make the statements therein, not misleading; provided, however, that the Company will not be responsible for information about the Purchaser which is accurately stated from information which the Purchaser has publicly released or filed or otherwise provided by the Purchaser or its representatives (including counsel), in writing, for use in the Stockholder Materials. If, at any time prior to the Effective Time, any event or information should be discovered by the Company that which should be set forth in an amendment or supplement to the Stockholder Materials, then the Company shall will promptly inform Buyer the Purchaser of such occurrence, and the Company shall will deliver to the Stockholders such amendment or supplement. The Stockholder Materials will include the recommendation of the Board board of Directors directors of the Company in favor of this Agreement, the Related Documents and the transactions contemplated by this Agreement and the Related Documents Merger and the conclusion of the Board board of Directors directors of the Company that the terms and conditions of the Merger are fair and reasonable to, and in the best interests of, the Stockholders.

Stockholder Materials. Reasonably promptly following Within five Business Days of the date execution of this Agreement, the Company shall will deliver to each Stockholder and Optionholder, as applicable, (i) an information statement that includes statement, the form of written consent required pursuant to other provisions of this Agreement and all information that is may be required to be given to the Stockholders pursuant to the Company’s Organizational Documents and the DGCL in connection with the Merger, (ii) at the direction of and on behalf of OCM Drum Investorsincluding, L.P., a Drag-Along Notice (as defined in the Stockholders Agreement) with respect to the transactions contemplated by this Agreement in accordance with the Stockholders Agreement and (iii) all other reasonably appropriate documents in connection with solicitation extent applicable, adequate notice of the affirmative vote or consent of Merger and information concerning dissenters’ rights under the Stockholders who did not otherwise provide their affirmative vote or consent as part of the Requisite Stockholder Approval DGCL (subsections (i), (ii) and (iii), the “Stockholder Materials”), and (iv) to all Stockholders entitled to receive such under the Letter of TransmittalDGCL. Prior to the delivery of the Stockholder Materials, the Company will give Buyer have given the Purchaser and its counsel a reasonable opportunity, opportunity (but in no event less fewer than two (2) Business Days, ) to review and comment on a reasonably final drafts draft of the Stockholder Materials. The form of written consent will include language to the effect that each consenting Stockholder agrees to be bound by the indemnification provisions of Article 9 of this Agreement applicable to them as if the consenting Stockholder were a signatory to this Agreement and will otherwise be in form and substance reasonably satisfactory to the Purchaser. The Stockholder Materials will also specify the address to which any notices concerning dissenters’ rights must be sent and will request that a copy of such notice be sent to the Purchaser at an address specified by the Purchaser. At the time the Stockholder Materials are it is sent and at all times subsequent thereto (through and including the Effective Time) (subject to any reasonable time period needed to prepare and circulate an amendment or supplement as contemplated by the next sentence), the Stockholder 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 to make the statements therein, not misleading; provided, however, that the Company will not be responsible for information about the Purchaser which is accurately stated from information which the Purchaser has publicly released or filed or otherwise not objected to by the Purchaser or its representatives (including counsel), in writing, in connection with its above-stated review. If, at any time prior to the Effective Time, any event or information should be discovered by the Company that should which must legally be set forth in an amendment or supplement to the Stockholder Materials, then the Company shall will promptly inform Buyer the Purchaser of such occurrence, and the Company shall will deliver to the Stockholders such amendment or supplement. The Stockholder Materials will include the recommendation of the Board board of Directors directors of the Company in favor of this Agreement, the Related Documents and the transactions contemplated by this Agreement and the Related Documents Merger and the conclusion of the Board board of Directors directors of the Company that the terms and conditions of the Merger are fair and reasonable to, and in the best interests of, the Stockholders.

Stockholder Materials. Reasonably promptly following Within ten (10) Business Days of the date execution of this Agreement, the Company shall will deliver to each Stockholder and Optionholder, as applicable, (i) an information statement that includes statement, the form of written consent required pursuant to other provisions of this Agreement and all information that is may be required to be given to the Stockholders pursuant to the Company’s Organizational Documents DGCL (and the DGCL CGCL) in connection with the Merger, (ii) at the direction of and on behalf of OCM Drum Investorsincluding, L.P., a Drag-Along Notice (as defined in the Stockholders Agreement) with respect to the transactions contemplated by this Agreement in accordance with the Stockholders Agreement and (iii) all other reasonably appropriate documents in connection with solicitation extent applicable, adequate notice of the affirmative vote or consent of Merger and information concerning dissenters' appraisal rights under the Stockholders who did not otherwise provide their affirmative vote or consent as part of the Requisite Stockholder Approval DGCL (subsections (i), (ii) and (iii), the “Stockholder Materials”CGCL), and any other applicable Law (ivthe "Stockholder Materials") to all Stockholders entitled to receive such under the Letter of TransmittalDGCL, and other applicable Law. Prior to the delivery of the Stockholder Materials, the Company will give Buyer have given the Purchaser and its counsel a reasonable opportunity, opportunity (but in no event less fewer than two three (23) Business Days, ) to review and comment on reasonably final drafts of the Stockholder Materials. The form of written consent will include language to the effect that each consenting Stockholder agrees to be bound by the indemnification provisions of Article 9 of this Agreement as if the consenting Stockholder were a signatory to this Agreement and will otherwise be in form and substance reasonably satisfactory to the Purchaser. The Stockholder Materials will also specify the address to which any notices concerning dissenters' rights must be sent and will request that a copy of such notice be sent to the Purchaser at an address specified by the Purchaser. At the time the Stockholder Materials are it is sent and at all times subsequent thereto (through and including the Effective Time) (subject to any reasonable time period needed to prepare and circulate an amendment or supplement as contemplated by the next sentence), the Stockholder 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 to make the statements therein, not misleading; provided, however, that the Company will not be responsible for information about the Purchaser which is accurately stated from information which the Purchaser has publicly released or filed (provided that the Company has obtained the Purchaser's consent prior to use of such publicly released or filed information) or otherwise provided by the Purchaser or its representatives (including counsel), in writing, for use in the Stockholder Materials. If, at any time prior to the Effective Time, any event or information should be discovered by the Company that which should be set forth in an amendment or supplement to the Stockholder Materials, then the Company shall will promptly inform Buyer the Purchaser of such occurrence, and the Company shall will deliver to the Stockholders such amendment or supplement. The Stockholder Materials will include the unanimous recommendation of the Board board of Directors directors of the Company in favor of this Agreement, the Related Documents and the transactions contemplated by this Agreement and the Related Documents Merger and the conclusion of the Board board of Directors directors of the Company that the terms and conditions of the Merger are advisable, fair and reasonable to, and in the best interests of, the Stockholders.