Common use of Information Statement Clause in Contracts

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days after the date of this Agreement, an Information Statement (together with any amendment thereof or supplement thereto, the "Information Statement") prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the opportunity to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, as applicable. As soon as practicable following clearance with the SEC, the Company shall mail the Information Statement to its stockholders. (b) The information supplied by the Company for inclusion in the Information Statement (except to the extent such information was provided to the Company by Buyer) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. The information supplied by Buyer for inclusion in the Information Statement (as defined below) (except to the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder and the 1934 Act and the rules and regulations thereunder.

Information Statement. (a) The Company shall use its best efforts to file with Seller has prepared an information statement (the SEC, within ten business days after the date of this Agreement, an Information Statement (together with any amendment thereof or supplement thereto, the "“Information Statement"”) prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the opportunity to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, as applicable. As soon as practicable following clearance with the SEC, the Company shall mail the Information Statement to its stockholders. (b) The information supplied by the Company for inclusion in the Information Statement (except to the extent such information was provided to the Company by Buyer) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. The information supplied by Buyer for inclusion in the Information Statement (as defined below) (except to the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as hereby in a form reasonably acceptable to form and substance in all material respects Buyer. The Seller shall file the Information Statement with the applicable requirements Securities and Exchange Commission (the “Commission”) as a preliminary information statement within one business day after the date hereof in accordance with Rule 14c-2 of the 1933 Securities Exchange Act of 1934. The Information Statement shall include the recommendation of the Seller’s Board of Directors in favor of approval and adoption of this Asset Purchase Agreement. (b) Seller shall notify Buyer promptly after the receipt of any comments of the Commission on, or of any request by the Commission for amendments or supplements to, the Information Statement and shall supply Buyer with copies of all correspondence between Seller or any of its representatives and the rules Commission with respect to the Information Statement. Seller shall use its reasonable best efforts to respond to any comments from the Commission with respect to the preliminary Information Statement and regulations thereunder to make any further filings (including amendments or supplements thereto or, if necessary or appropriate, amendments to any periodic report filed by Seller with the Commission) in connection therewith that Seller shall deem necessary, proper or desirable and shall cause the 1934 Act definitive Information Statement to be mailed to Seller’s stockholders at the earliest practicable time. If at any time prior to the Closing Date, any event shall occur relating to Buyer, Seller or any of their respective officers, directors, partners or Affiliates which should be described in an amendment or supplement to the Information Statement, such party shall inform the other promptly after becoming aware of such event. Whenever Buyer or Seller learn of the occurrence of any event which should be described in an amendment of, or a supplement to, the Information Statement, the parties shall cooperate to promptly cause such amendment or supplement to be prepared, filed with and cleared by the rules Commission and, if required by applicable law, disseminated to the persons and regulations thereunderin the manner required.

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days As soon as practicable after the date of this Agreementhereof, the Company shall prepare, file and mail, at the Company’s expense, an Information Statement (together with any amendment thereof or supplement thereto, for purposes of notifying the "Company’s stockholders of the change of control of the Company that will result from the change in the composition of the Board as contemplated by Section 2.2 hereto. Red Mountain shall provide all information reasonably requested by the Company that is within its control and is necessary for inclusion in the Information Statement") prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the provide Red Mountain a reasonable opportunity to review and comment on upon the Information Statement prior to its filing with the SEC and delivery mailing to the Company's stockholders, as applicable. As soon as practicable following clearance with the SEC, the Company shall mail the Information Statement to its ’s stockholders. (b) The Company agrees that the information supplied by the Company it for inclusion in the Information Statement (except to the extent such information was provided to the Company by Buyer) shall not, at the time the Information Statement is delivered filed with the SEC or mailed to the stockholders of the Company's stockholders, or at the Closing Change of Control Date, 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 therein, not misleading. The If, at any time prior to the Change of Control Date, any event, circumstance or change relating to the Company occurs that should be set forth in or described in an amendment to the Information Statement, the Company shall promptly inform Red Mountain and the Company shall promptly file and distribute such amendment to the Information Statement. (c) Red Mountain agrees that, to the best of its knowledge, the information supplied by Buyer it for inclusion in the Information Statement (as defined below) (except including the information with respect to its designees to be appointed to the extent such information was provided Board pursuant to Buyer by the CompanySection 2.2 hereto) shall not, at the time the Information Statement is delivered filed with the SEC or mailed to the stockholders of the Company's stockholders, or at the Closing Change of Control Date, 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 therein, not misleading. All If, at any time prior to the Change of Control Date, any event, circumstance or change relating to the information supplied by Red Mountain occurs that should be set forth in or described in an amendment to the Information Statement, Red Mountain shall promptly inform the Company and the Company shall promptly file and distribute such amendment to the Information Statement. (d) The Information Statement and all other documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder and the 1934 Act and the rules and regulations thereunder.

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days As soon as practicable after the date of this Agreementhereof and after the Purchaser has advanced funds or made other arrangements therefor, the Company shall, and the Seller and Purchaser shall cause the Company to, file and distribute, at the Company’s expense, an Information Statement (together with any amendment thereof or supplement thereto, for purposes of notifying the "Company’s stockholders of the change of control of the Company that will result from the composition of the Board of Directors as contemplated by Section 5.2 hereto. The Purchaser and the Seller shall provide all information reasonably requested by the Company that is within their control and is necessary for inclusion in the Information Statement") prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the opportunity to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, as applicable. As soon as practicable following clearance with the SEC, the Company shall mail the Information Statement to its stockholders. (b) The Seller agrees that the information supplied by the Company it for inclusion in the Information Statement (except to the extent such information was provided to the Company by Buyer) shall not, at the time the Information Statement is delivered filed with the SEC or distributed to the stockholders of the Company's stockholders, or at the Closing Change of Control Date, 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 therein, not misleading. If, at any time prior to the Change of Control Date, any event, circumstance or change relating to the Seller occurs that should be set forth in or described in an amendment to the Information Statement, the Seller shall promptly inform the Purchaser and the Company and the Company shall promptly file and distribute such amendment to the Information Statement. (c) The Purchaser agrees that the information supplied by Buyer it for inclusion in the Information Statement (as defined below) (except to the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered filed with the SEC or distributed to the stockholders of the Company's stockholders, or at the Closing Change of Control Date, 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 therein, not misleading. All If, at any time prior to the Change of Control Date, any event, circumstance or change relating to the Purchaser occurs that should be set forth in or described in an amendment to the Information Statement, the Purchaser shall promptly inform the Seller and the Company and the Company shall promptly file and distribute such amendment to the Information Statement. (d) The Information Statement and all other documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder and the 1934 Exchange Act and the rules and regulations thereunder.

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days after As promptly as reasonably practicable following the date of this Agreement, an Information Statement (together with any amendment thereof or supplement thereto, Parent and the "Company shall prepare and the Company shall initiate delivery of the Information Statement") prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company Parties shall give Buyer the opportunity use their respective reasonable best efforts to comment on complete and initiate delivery of the Information Statement prior to its filing with no later than twenty-one (21) days after the SEC and delivery to the Company's stockholders, as applicabledate hereof. As soon as practicable following clearance with the SEC, In no event shall the Company shall mail provide the Information Statement to its stockholdersthe Shareholders without the prior written consent of Parent. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be issued in accordance with this Agreement and an information statement in connection with the solicitation of: (i) the Company Shareholder Approval; and (ii) waivers by the Shareholders of their appraisal rights in connection with the Merger. (b) If at any time prior to the Effective Time there shall occur any event that is required to be set forth in an amendment or supplement to the Information Statement, the Company, Parent and Acquisition Subsidiary shall cooperate in describing such event and delivering any such amendment or supplement to all Securityholders. (c) Parent shall use commercially reasonable efforts to cause the issuance of Parent Common Stock in the Merger to be exempt from the registration requirements of the Securities Act by reason of Regulation D promulgated under Section 4(2) of the Securities Act or under Section 4(2) of the Securities Act and from the registration requirements of any applicable state securities Laws and otherwise to comply with all requirements of applicable federal and state securities Laws. The Company agrees to cooperate fully with Parent to meet the requirements for applicable exemptions from registration and agrees to use commercially reasonable efforts to provide to Parent any information supplied by relating to the Company for inclusion in connection therewith. (d) Parent agrees promptly to advise the Company if, at any time prior to the Closing, to Parent’s knowledge any information relating to Parent or Acquisition Subsidiary in the Information Statement (except is or becomes incorrect or incomplete in any material respect. The Company agrees promptly to advise the Parent if, at any time prior to the extent such Closing, to the Company’s Knowledge, any information was provided relating to the Company by Buyer) shall not, at the time in the Information Statement is delivered to the Company's stockholders, or at the Closing Date, contain any untrue statement of a material fact becomes incorrect or omit to state incomplete in any material fact required to respect. Such notifying party will take such steps as may be stated therein or necessary in order to make the statements therein not misleading. The information supplied by Buyer for inclusion in cause the Information Statement Statement, insofar as it relates to such party (as defined below) (except or any of its Subsidiaries), to the extent such information was provided continue to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements provisions of the 1933 Securities Act and after the rules and regulations thereunder and delivery thereof to the 1934 Act and the rules and regulations thereunderSecurityholders.

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days Promptly after the date execution of this Agreement, an Information Statement (together with any amendment thereof or supplement thereto, the "Information Statement") prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the opportunity to comment on prepare the Information Statement prior to its filing and shall file the same with the SEC and delivery to the Company's stockholders, Commission as applicable. As soon as practicable following clearance reasonably practicable, but in no event later than ten (10) Business Days after the Closing Date. The Information Statement shall constitute an information circular informing the stockholders of the Company of receipt of the Shareholder Approval. Other than with the SECrespect to any information provided by or on behalf of any Investor, the Company shall mail will cause the Information Statement to its stockholders. (b) The information supplied by the Company for inclusion in the Information Statement (except to the extent such information was provided to the Company by Buyer) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. The information supplied by Buyer for inclusion in the Information Statement (as defined below) (except to the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements provisions of the 1933 Securities Act and the rules and regulations thereunder and the 1934 Exchange Act and the rules and regulations thereunder. The Company shall use commercially reasonable efforts to cause the Information Statement to be cleared by the Commission as promptly as practicable after its filing with the Commission. The Company will advise the Investors promptly after it receives oral or written notice of any request by the Commission for amendment to the Information Statement or comments thereon and responses thereto or requests by the Commission for additional information and will promptly provide each of the Investors with copies of any written communication from the Commission or any state securities commission. The Company shall use commercially reasonable efforts, after consultation with the Investors, to resolve all such requests or comments with respect to the Information Statement as promptly as practicable after receipt thereof. Each Investor shall cooperate with the Company in the preparation of the Information Statement and such Investor shall, upon request, furnish the Company with such information concerning it and its Affiliates, if any, as the Company may reasonably determine is required in connection with the preparation of the Information Statement. No filing of, or amendment or supplement to the Information Statement will be made by the Company without consulting with the Investors and without providing each Investor the opportunity to review and comment thereon. The Company shall cause the Information Statement to be mailed (or otherwise electronically provided) to the stockholders of the Company as promptly as practicable (but in any event within three (3) Business Days) after it is permitted under the Exchange Act. The Company shall, promptly upon becoming aware of any information that would cause (i) any of the statements in the Information Statement to be false or misleading with respect to any material fact or (ii) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, inform each Investor and, upon consultation with such Investor, take necessary steps to correct the Information Statement. Each Investor shall, promptly upon becoming aware of any information furnished by it pursuant to the forth immediately preceding sentence that would cause (x) any of the statements in the Information Statement to be false or misleading with respect to any material fact or (y) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, inform the Company.

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days after Following the date of this Agreement, the Company shall prepare an information or disclosure statement and related materials relating to the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent for inclusion in the Information Statement shall not, at (i) the time the Information Statement (together with or any amendment thereof or supplement thereto, ) is first mailed to the "Information Statement"Stockholders and (ii) prepared and filed with the SEC in accordance with the requirements time of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the opportunity to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, ' meeting (as applicable. As soon as practicable following clearance with the SEC, the Company shall mail the Information Statement to its stockholders. (b) The information supplied by the Company for inclusion described in the Information Statement (except to the extent such information was provided to the Company by Buyer) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing DateSection 7.6), 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. The If at any time prior to the Effective Time any information supplied relating to the Company or any its respective directors, officers or Affiliates should be discovered by Buyer for inclusion the Company that should be set forth in an amendment or supplement to the Information Statement (as defined below) (except to the extent such information was provided to Buyer by the Company) shall not, at the time so that the Information Statement is delivered to the Company's stockholders, or at the Closing Date, contain would not include any untrue statement misstatement 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 therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. All documents If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by Parent that should be set forth in an amendment or supplement to the Information Statement so that the Company is responsible for filing with Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the SEC statements therein, in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements light of the 1933 Act circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly, to the extent required by law, disseminated to the Stockholders. The Company shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the rules Merger and regulations thereunder to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the 1934 Act Merger. Notwithstanding the foregoing, the Company shall not be required to take any of the actions provided for under this Section 7.7 if the Company Board of Directors determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the rules Merger or recommending and regulations thereunderdeclaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement).

Information Statement. (a) The As promptly as practicable after receipt of the duly executed and delivered Company Stockholder Consent, the Company shall file the Information Statement with the SEC under the Exchange Act, and shall use its reasonable best efforts to file with have the SEC, within ten business days after the date of this Agreement, an Information Statement (together with any amendment thereof or supplement thereto, the "Information Statement") prepared and filed with cleared by the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated herebypromptly. The Company shall give Buyer the provide Parent and its counsel a reasonable opportunity to review and comment on upon the Information Statement prior to its the filing with the SEC and delivery to the Company's stockholders, as applicableSEC. As soon as practicable following clearance with the SECIn addition, the Company shall mail provide Parent and its counsel a written copy of any comments the Company or its counsel may receive from the SEC or its staff with respect to the Information Statement promptly after receipt of such comments and with copies of any written responses to its stockholders. (b) The information supplied such comments and telephonic notification of any verbal responses to such comments by the Company or its counsel. The Company agrees to consult with Parent and Purchaser prior to responding to SEC comments with respect to the Information Statement. Each of Parent, Purchaser and the Company agree to correct any information provided by it for inclusion use in the Information Statement (except to the extent such information was provided to which shall have become false or misleading and the Company by Buyershall promptly prepare and mail to its stockholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable (i) shall not, at notify Parent of the time receipt of any comments from the SEC with respect to the Information Statement is delivered and any request by the SEC for any amendment to the Company's stockholdersInformation Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, or on the one hand, and the SEC, on the other hand, with respect to the Information Statement. The Company shall use reasonable best efforts to ensure that the Information Statement (i) will not on the date it is first mailed to stockholders of the Company and at the Closing Date, Effective Time 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 therein, in light of the circumstances under which they are made, not misleading. The information supplied by Buyer for inclusion in the Information Statement misleading and (as defined belowii) (except to the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the 1933 Exchange Act. (b) Each of the Company and Parent shall use their reasonable best efforts to cause the Information Statement to be (i) filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act and (ii) mailed to the rules stockholders of the Company, in each case as promptly as practicable after, and regulations thereunder and in any event within two (2) Business Days after, the 1934 Act and latest of (A) confirmation from the rules and regulations thereunderSEC that it has no further comments on the Information Statement, (iii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or (iv) expiration of the 10-day period after filing in the event the SEC does not review the Information Statement.

Information Statement. (a) The Company Each Party shall use its best efforts to cooperate with the Other Party in the preparation of the preliminary and the definitive Information Statement, including all amendments or supplements thereto. Parent shall prepare and file with the SEC, within ten business days after SEC the preliminary Information Statement as promptly as reasonably practicable following the date of this Agreement. No filing of, an or amendment or supplement to, the Information Statement (together will be made by Parent without first providing the Company a reasonable opportunity to review and comment thereon, and Parent shall consider in good faith all reasonable additions, deletions and changes suggested by the Company in connection therewith. Parent shall notify the Company of the receipt of any comments from the SEC with respect to the preliminary Information Statement and of any requests by the SEC for any amendment thereof or supplement theretothereto or for additional information and shall provide to the Company, as promptly as reasonably practicable, copies of all written correspondence between Parent or any of its Representatives and the "SEC with respect to the Information Statement") prepared and filed with . If any comments are received from the staff of the SEC in accordance with respect to the requirements of the 1934 Act and preliminary Information Statement, Parent shall respond as promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws as reasonably practicable to consummate this Agreement and the transactions contemplated herebysuch comments. The Company shall give Buyer the opportunity shall, as promptly as reasonably practicable, provide Parent with such information as may be required to comment on be included in the Information Statement prior or as may be reasonably required to its filing respond to any comment of the SEC. As promptly as reasonably practicable after all comments received from the staff of the SEC have been cleared by the SEC, Parent shall file the definitive Information Statement with the SEC and delivery cause such definitive Information Statement to be mailed to its stockholders of record. If at any time prior to the Company's stockholdersLLC Merger Effective Time, as applicable. As soon as practicable following clearance with the SEC, any information relating to the Company shall mail or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Information Statement, so that the Information Statement to its stockholders. (b) The information supplied by the Company for inclusion in the Information Statement (except to the extent such information was provided to the Company by Buyer) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, contain would not include any untrue statement misstatement 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 therein, in light of the circumstances under which they were made, not misleading. The , the Party that discovers such information supplied by Buyer for inclusion in shall promptly notify the Information Statement (as defined below) (except Other Party, and Parent shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Legal Requirements, disseminate such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered amendment or supplement to the Company's stockholders, or at the Closing Date, contain any untrue statement stockholders 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder and the 1934 Act and the rules and regulations thereunderParent.

Information Statement. As promptly as practicable after the execution of this Agreement, Seller shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC an information statement to be delivered to the stockholders of Seller in connection with the Sale (a) The Company the “Information Statement”). Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of the Information Statement. Seller shall respond to any comments of the SEC, and shall use its best commercially reasonable efforts to file with have the Information Statement cleared by the SEC as promptly as practicable after such filing. Seller shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC, within ten business days . As promptly as practicable after the date of this Agreement, an Information Statement (together with each of Seller and Buyer shall prepare and file any amendment thereof or supplement theretoother filings required to be filed by it under the Exchange Act, the "Information Statement") prepared and filed with Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement Sale and the transactions contemplated herebyby this Agreement (the “Other Filings”). The Company Seller shall give Buyer promptly supply upon the opportunity receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to comment on the Information Statement prior to or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its filing with representatives, on the one hand, and the SEC and delivery or its staff or any other government officials, on the other hand, with respect to the Company's stockholders, as applicable. As soon as practicable following clearance with the SECInformation Statement, the Company Sale or any Other Filing. Each of Seller and Buyer shall mail the Information Statement to its stockholders. (b) The information supplied by the Company for inclusion in the Information Statement (except to the extent such information was provided to the Company by Buyer) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. The information supplied by Buyer for inclusion in the Information Statement (as defined below) (except to the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All cause all documents that the Company it is responsible for filing with the SEC in connection with the transactions contemplated herein will or other regulatory authorities under this Section 7.1(a) to comply as to form and substance in all material respects with the all applicable requirements of the 1933 Act law and the rules and regulations thereunder promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any Other Filing, Seller or Buyer, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the 1934 Act SEC or its staff or any other government officials, and/or mailing to the stockholders of Seller and the rules and regulations thereunderBuyer, such amendment or supplement.

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days As promptly as practicable after the date execution of this Agreement, an Information Statement (together the Company shall prepare, in compliance with any amendment thereof or supplement thereto, applicable Law and the "Information Statement") prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Company Certificate of Incorporation and By-Laws laws, an information statement relating to consummate this Agreement the consent solicitation of the Company Stockholders to be conducted in connection with the Merger which shall contain appropriate disclosure regarding Parent and the transactions contemplated herebyParent Series C Stock (together with any amendments thereof or supplements thereto, the “Information Statement”). Parent shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request in connection with such actions and the preparation of the Information Statement. The Company shall give Buyer the opportunity to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, as applicable. As soon as practicable following clearance with the SEC, the Company shall mail the Information Statement to its stockholders. Company Stockholders as soon as practicable, but in no event later than three (b3) Business Days, following the execution of this Agreement. The information supplied Information Statement shall include the unanimous recommendation of the Company’s board of directors that adoption of the Merger Agreement by the Company for inclusion Stockholders is advisable and that the Company’s board of directors has unanimously determined that the Merger is fair and in the best interests of the Company Stockholders. No amendment or supplement to the Information Statement will be made by the Company without the approval of Parent (except which approval shall not be unreasonably withheld, conditioned or delayed). If at any time prior to the extent such information was provided First Effective Time, any event or circumstance relating to Parent or any Subsidiary of Parent, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Information Statement, Parent shall promptly inform the Company. If at any time prior to the First Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by Buyer) the Company which should be set forth in an amendment or a supplement to the Information Statement, the Company shall notpromptly inform Parent. The Information Statement and any amendments or supplements thereto, when distributed or otherwise disseminated to the Company Stockholders, will comply as to form with the applicable requirements of all Laws. The Information Statement, as supplemented or amended, if applicable, at the time the such Information Statement or any amendment or supplement thereto is delivered first mailed to the Company's stockholdersCompany Stockholders, or at the Closing Date, 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 made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Buyer for inclusion in the Information Statement (as defined below) (except to the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder and the 1934 Act and the rules and regulations thereunder.

Information Statement. (a) The Company shall use its best efforts to file with the SECshall, within ten business days after as promptly as reasonably practicable following the date of this Agreement, an Information Statement (together with any amendment thereof or supplement thereto, the "Information Statement") prepared prepare and filed file with the SEC in accordance with an information statement relating to the requirements adoption of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated herebyhereby (together with any amendments or supplements thereto, the “Information Statement”) in preliminary form. ABI shall promptly furnish all information concerning it and the holders of its Equity Interests as the Company may reasonably request and shall otherwise promptly cooperate with the Company’s requests in connection with the preparation and filing of such Information Statement, including, without limitation, assistance with the preparation of the pro forma financial information as necessary. The Company shall give Buyer use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the opportunity SEC with respect thereto and to comment on have such Information Statement cleared by the SEC and available for mailing to the stockholders of the Company as promptly as reasonably practicable, and ABI shall reasonably cooperate with the Company to the extent information of or regarding ABI is necessary to such response, clearance or mailing. The Company shall notify ABI promptly of the 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 shall supply ABI 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. Notwithstanding the foregoing, prior to its filing with or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC and delivery to the Company's stockholders, as applicable. As soon as practicable following clearance with the SECrespect thereto, the Company shall mail provide ABI with a reasonable opportunity to review and comment on such document or response. The Company shall use its reasonable best efforts to cause the Information Statement to its stockholdersbe mailed to the Company’s stockholders as promptly as reasonably practicable after clearance by the SEC. (b) The Each party hereby agrees to promptly notify the other party if at any time such party becomes aware that any information supplied by the Company for inclusion contained in the Information Statement (except either in preliminary or definitive form) is inaccurate or incomplete in any material respect and, in such event, the parties agree to cooperate to as promptly as reasonably practicable take such actions (including making amended or supplemental filings with the SEC) and distribute any amended or supplemental materials to the extent such information was provided to stockholders of the Company as is required by Buyer) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. The information supplied by Buyer for inclusion in the Information Statement (as defined below) (except to the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder and the 1934 Act and the rules and regulations thereunderLaw.

Information Statement. (a) The Parent and Company shall use its best efforts to cooperate and promptly prepare and Company shall promptly file with the SEC, within SEC no later than ten business (10) calendar days after the date of this Agreement, an Agreement the Information Statement. The Information Statement shall contain (together with any amendment thereof or supplement thereto, i) the "Information Statement"notice of action by written consent required by Section 228(e) prepared and filed with the SEC in accordance with the requirements of the 1934 Act DGCL and promptly take all action (ii) the notice of availability of appraisal rights and related disclosure required by Delaware Law, Section 262 of the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the opportunity to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, as applicable. As soon as practicable following clearance with the SEC, the Company shall mail the Information Statement to its stockholdersDGCL. (b) The Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement (except to will when filed with the extent such information was provided to the Company by Buyer) shall not, SEC and at the time the Information Statement it is delivered mailed to the Company's stockholders, or at the Closing Dateholders of Company Common Stock, 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. The Parent further agrees that if it becomes aware that any information supplied furnished by Buyer for inclusion it would cause any of the statements in the Information Statement (as defined below) (except to the extent such information was provided be false or misleading with respect to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholdersany material fact, or at the Closing Date, contain any untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. All documents that Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. (c) No amendment or supplement to the Information Statement will be made by Company is responsible for without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed). (d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC in connection without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the transactions SEC the Information Statement in definitive form as contemplated herein will comply as to by Rule 14c—2 promulgated under the Exchange Act substantially in the form and substance in all material respects previously cleared or filed with the applicable requirements SEC, as the case may be, and mail a copy of the 1933 Act Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the rules and regulations thereunder and the 1934 Act and the rules and regulations thereunderDGCL.

Information Statement. (a) The Promptly following the execution and delivery of this Agreement the Company shall use its best efforts to prepare and file with the SECSEC an information statement describing the transactions contemplated by the Transaction Documents, within ten business disclosing that t he stockholders of the Company have irrevocably consented to the issuance of the Securities and the other transactions contemplated hereby in accordance with applicable law, the Company’s Articles of Incorporation and Bylaws and the applicable requirements of Nasdaq and otherwise meeting the requirements of Section 14(c) of the 1934 Act and the rules promulgated thereunder (the “Information Statement”) and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such Information Statement to the stockholders of the Company not less than 20 calendar days after prior to the Closing Date, or such longer period as may be required by applicable law or the Company’s Articles of Incorporation or Bylaws. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Information Statement. The Company will comply with Section 14(c) of the 1934 Act and the rules promulgated thereunder connection with the preparation and mailing of the Information Statement, and the Information Statement shall not, as of the date of this Agreement, an that the Information Statement (together with or any amendment thereof or supplement thereto, the "Information Statement") prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws is first mailed to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the opportunity to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, as applicable. As soon as practicable following clearance with the SEC, the Company shall mail the Information Statement to its stockholders. (b) The information supplied by the Company for inclusion in the Information Statement (except to the extent such information was provided to the Company by Buyer) shall not, at the time the Information Statement is delivered to the Company's stockholders, stockholders or at the Closing Date, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the same subject matter which has become false or misleading. The information supplied by Buyer for inclusion If the Company should discover at any time prior to the Closing Date, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Information Statement (as defined below) (except to the extent such information was provided to Buyer by the Company) shall notStatement, at the time the Information Statement is delivered in addition to the Company's stockholdersobligations under the 1934 Act, or at the Closing Date, 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. All documents that the Company is responsible for filing with will promptly inform the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder and the 1934 Act and the rules and regulations thereunderInvestors thereof.

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days As soon as practicable after the date execution of this Agreement, Company and Holdings shall prepare, with the cooperation of Parent and furnish to their stockholders an Information Statement information statement (together with any amendment thereof or supplement thereto, the "Information Statement") prepared for the stockholders of Company and filed with Holdings to approve and adopt this Agreement, the SEC in accordance with Merger and the requirements other transactions contemplated by this Agreement. The Information Statement shall constitute a disclosure document for the offer and issuance of the 1934 Act shares of Parent Common Stock to be received by the holders of Company Common Stock in the Merger and promptly take all action required by Delaware Lawa proxy statement for solicitation of stockholder consent to or approval of this Agreement, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement Merger and the other transactions contemplated hereby. The Each of Parent, Holdings and Company shall give Buyer the opportunity use its reasonable best efforts to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, as applicable. As soon as practicable following clearance with the SEC, the Company shall mail cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent, Holdings and Company agrees to provide promptly to the other such information concerning it and its stockholders. (b) The information supplied by respective affiliates, directors, officers and securityholders as, in the Company reasonable judgment of the other party or its counsel, may be required or appropriate for inclusion in the Information Statement (except Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Company and Holdings will promptly advise Parent, and Parent will promptly advise Company and Holdings, in writing if at any time prior to the extent such information was provided Effective Time either Company, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to the Company by Buyer) shall not, at the time amend or supplement the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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 contained or incorporated by reference therein not misleadingmisleading or to comply with applicable law. The information supplied Information Statement shall contain the recommendations of the Boards of Directors of Company and Holdings that the Company Stockholders and Holdings' stockholders approve and adopt this Agreement, the Merger and the other transactions contemplated by Buyer for inclusion this Agreement, and the conclusion of the Boards of Directors that the terms and conditions of the Merger are fair and reasonable and in the best interests of Company, Holdings and their stockholders. Anything to the contrary contained herein notwithstanding, Holdings and the Company shall not include in the Information Statement (as defined below) (except any information with respect to Parent or its affiliates or associates, the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements content of the 1933 Act and the rules and regulations thereunder and the 1934 Act and the rules and regulations thereunderwhich information shall not have been expressly approved by Parent prior to such inclusion.

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days after the date of this Agreement, an Information Statement (together with any amendment thereof or supplement thereto, the "Information Statement") prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the opportunity to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, as applicable. As soon as practicable following clearance with the SEC, the Company shall mail the Information Statement to its stockholders. (b) The information to be supplied by the Company and Holdings for inclusion in the Information Statement (except to the extent such information was provided to the Company by Buyeras defined in Section 5.1) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. The information to be supplied by Buyer the Company for inclusion in the Information Statement proxy statement to be sent to the stockholders of the Company and Holdings in connection with the meeting of the Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (as defined belowthe "Company Stockholders' Meeting") and to the stockholders of Holdings in connection with the meeting of Holdings stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "Holdings Stockholders' Meeting") (except such proxy statement as amended or supplemented is referred to herein as the extent such information was provided to Buyer by the Company"Proxy Statement") shall not, at on the time date the Information Proxy Statement is delivered first mailed to the Company's stockholders and Holdings' stockholders, or at the Closing Datetime of the Company Stockholders' Meeting and the Holdings Stockholders' Meeting and at the Effective Time, 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 therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting and the Holdings Stockholders' Meeting which has become false or misleading. All documents that If at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Information Statement or a supplement to the Proxy Statement, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is responsible for filing with the SEC contained in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements any of the 1933 Act and the rules and regulations thereunder and the 1934 Act and the rules and regulations thereunderforegoing documents.

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days after As promptly as reasonably practicable following the date of this Agreement, an Information Statement (together with any amendment thereof or supplement thereto, Parent and the "Company shall prepare and the Company shall initiate delivery of the Information Statement") prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company Parties shall give Buyer the opportunity use their respective reasonable best efforts to comment on complete and initiate delivery of the Information Statement prior to its filing with no later than twenty-one (21) days after the SEC and delivery to the Company's stockholders, as applicabledate hereof. As soon as practicable following clearance with the SEC, In no event shall the Company shall mail provide the Information Statement to its stockholdersthe Shareholders without the prior written consent of Parent. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be issued in accordance with this Agreement and an information statement in connection with the solicitation of: (i) the Company Shareholder Approval; and (ii) waivers by the Shareholders of their appraisal rights in connection with the Merger. (b) If at any time prior to the Effective Time there shall occur any event that is required to be set forth in an amendment or supplement to the Information Statement, the Company, Parent and Acquisition Subsidiary shall cooperate in describing such event and delivering any such amendment or supplement to all Securityholders. (c) Parent shall use commercially reasonable efforts to cause the issuance of Parent Common Stock in the Merger to be exempt from the registration requirements of the Securities Act by reason of Regulation D promulgated under Section 4(2) of the Securities Act or under Section 4(2) of the Securities Act and from the registration requirements of any applicable state securities Laws and otherwise to comply with all requirements of applicable federal and state securities Laws. The Company agrees to cooperate fully with Parent to meet the requirements for applicable exemptions from registration and agrees to use commercially reasonable efforts to provide to Parent any information supplied by relating to the Company for inclusion in connection therewith. (d) ▇▇▇▇▇▇ agrees promptly to advise the Company if, at any time prior to the Closing, to ▇▇▇▇▇▇’s knowledge any information relating to Parent or Acquisition Subsidiary in the Information Statement (except is or becomes incorrect or incomplete in any material respect. The Company agrees promptly to advise the Parent if, at any time prior to the extent such Closing, to the Company’s Knowledge, any information was provided relating to the Company by Buyer) shall not, at the time in the Information Statement is delivered to the Company's stockholders, or at the Closing Date, contain any untrue statement of a material fact becomes incorrect or omit to state incomplete in any material fact required to respect. Such notifying party will take such steps as may be stated therein or necessary in order to make the statements therein not misleading. The information supplied by Buyer for inclusion in cause the Information Statement Statement, insofar as it relates to such party (as defined below) (except or any of its Subsidiaries), to the extent such information was provided continue to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements provisions of the 1933 Securities Act and after the rules and regulations thereunder and delivery thereof to the 1934 Act and the rules and regulations thereunderSecurityholders.

Information Statement. (a) The Company shall use its best efforts to file with the SEC, within ten business days As soon as practicable after the date execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an Information Statement information statement for the stockholders of the Company with respect to approval of the principal terms of this Agreement and the Merger (such information statement, together with any amendment amendments thereof or supplement supplements thereto, in each case in the form or forms mailed to the Company's stockholders, the "Information Statement") prepared ). The Information Statement shall also constitute a disclosure document for the offer and filed with the SEC in accordance with the requirements issuance of the 1934 Act shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger. Parent and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the opportunity to comment on the Information Statement prior to its filing with the SEC and delivery to the Company's stockholders, as applicable. As soon as practicable following clearance with the SEC, the Company shall mail each use its best efforts to cause the Information Statement to its stockholders. (b) The information supplied by comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement (except Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of 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 extent such information was provided to Effective Time, either the Company by Buyer) or Parent shall not, at the time obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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 contained or incorporated by reference therein not misleadingmisleading or to comply with applicable law. The information supplied by Buyer for inclusion Information Statement shall include the declaration of the Board of Directors of the Company of the advisability of the Merger and its recommendation that the Company stockholders approve the Merger. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement (as defined below) (except any information with respect to Parent or its affiliates or associates, the extent such information was provided to Buyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or at the Closing Date, 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. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements content of the 1933 Act and the rules and regulations thereunder and the 1934 Act and the rules and regulations thereunderwhich information shall not have been approved by Parent prior to such inclusion, which consent shall not be unreasonably withheld.