Common use of Written Consents; Information Statement Clause in Contracts

Written Consents; Information Statement. Immediately following the execution of this Agreement, the Company shall ensure that each Key Stockholder executes and delivers to the Company a written consent approving the Merger, adopting this Agreement and approving the Certificate Amendment (a “Written Consent”). As soon as reasonably practicable (but in any event within five business days) following the date on which the Proxy Statement is mailed to Parent’s stockholders, the Company shall (a) complete the preparation of an information statement accurately describing this Agreement, the Merger, the other Contemplated Transactions and the provisions of Section 262 of the DGCL (the “Information Statement”), and (b) deliver the Information Statement to those of its stockholders who did not execute Written Consents for the purpose of informing them of the approval of the Merger, the adoption of this Agreement and the approval of the Certificate Amendment. The Information Statement shall include, subject to the fiduciary duties of the board of directors of the Company, a statement to the effect that the board of directors of the Company recommends that the Company’s stockholders that have not been deemed to have executed Written Consents approving the Merger, adopt this Agreement and approve the Certificate Amendment.

Written Consents; Information Statement. Immediately following the execution of this Agreement, the Company shall ensure that each Key Stockholder executes shall execute and delivers deliver to the Company a written consent approving the Merger, adopting this Agreement and approving the Certificate Amendment (a “Written Consent”), and each Key Stockholder agrees not to withdraw such Key Stockholder’s Written Consent and not to take any other action that is inconsistent with such Written Consent or that may have the effect of delaying or interfering with the Merger or the Certificate Amendment. As soon promptly as reasonably practicable (but in any event within five business days) following the date on which the Proxy Statement is mailed to Parent’s stockholdersof this Agreement, the Company shall (a) complete the preparation of prepare an information statement accurately describing this Agreement, the Merger, the other Contemplated Transactions and the provisions of Section 262 of the DGCL (the “Information Statement”), and (b) shall deliver the Information Statement to those of its stockholders who did not execute Written Consents for the purpose of informing them of the approval of the Merger, the adoption of this Agreement and the approval of the Certificate Amendment. The Information Statement shall include, subject to the fiduciary duties of the board of directors of the Company, a statement to the effect that the board of directors of the Company unanimously recommends that the Company’s stockholders that have not been deemed to have executed execute Written Consents approving the Merger, adopt adopting this Agreement and approve approving the Certificate Amendment.

Written Consents; Information Statement. Immediately As soon as practicable following the execution of this Agreement, the Company shall ensure that each Key Stockholder executes shall execute and delivers deliver to the Company a written consent approving the Merger, Merger and adopting this Agreement and approving the Certificate Amendment (a “Written Consent”), and each Key Stockholder agrees not to revoke or withdraw such Key Stockholder’s Written Consent and not to take any other action that is inconsistent with such Written Consent or that may have the effect of delaying or interfering with the Merger. As soon promptly as reasonably practicable (but in any event within five business days) following the date on which the Proxy Statement is mailed to Parent’s stockholdersof this Agreement, the Company shall (a) complete the preparation of prepare an information statement accurately describing this Agreement, the Merger, the other Contemplated Transactions and the provisions of Section 262 of the DGCL (the “Information Statement”), and (b) shall deliver the Information Statement to those of its stockholders who did not execute Written Consents for the purpose of (a) informing them of the approval of the Merger, Merger and the adoption of this Agreement by the Key Stockholders and (b) soliciting additional Written Consents approving the approval of the Certificate AmendmentMerger and adopting this Agreement. The Information Statement shall include, subject to the fiduciary duties of the board of directors of the Company, include a statement to the effect that the board of directors of the Company unanimously recommends that the Company’s stockholders that have not been deemed to have executed execute Written Consents approving the Merger, adopt Merger and adopting this Agreement and approve the Certificate AmendmentAgreement.

Written Consents; Information Statement. Immediately following the execution of this Agreement, the Company shall ensure that each the Key Stockholders (together with any other Company Stockholders) provide the Requisite Stockholder executes Approval by executing and delivers to delivering the Company a written consent approving the Merger, adopting this Agreement and approving the Certificate Amendment (a “Stockholders’ Written Consent”). As soon promptly as reasonably practicable (but in any event within five business days) following the date on which the Proxy Statement is mailed to Parent’s stockholdersof this Agreement, the Company shall (a) complete the preparation of prepare an information statement accurately describing this Agreement, the Merger, the other Contemplated Transactions and the provisions of Section 262 of the DGCL (the “Information Statement”), and (b) shall deliver the Information Statement to those of its stockholders the Company Stockholders who did not execute the Stockholders’ Written Consents Consent for the purpose of informing them of the approval of the Merger, the adoption of this Agreement and the approval of the Certificate Charter Amendment. The Information Statement shall include, subject to the fiduciary duties of the board of directors of the Company, a statement to the effect that the board of directors of the Company unanimously recommends that the Company’s stockholders that have not been deemed to have executed Company Stockholders execute the Stockholders’ Written Consents Consent approving the Merger, adopt adopting this Agreement and approve approving the Certificate Charter Amendment.