Common use of Information Statement Clause in Contracts

Information Statement. (a) As soon as practicable after the date hereof, the Company shall prepare, file and mail, at the Company’s expense, an Information Statement 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. The Company shall provide Red Mountain a reasonable opportunity to review and comment upon the Information Statement prior to its filing and mailing to the Company’s stockholders. (b) The Company agrees that the information supplied by it for the Information Statement shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the 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, not misleading. 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 it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the 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, not misleading. 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 1934 Act and the rules and regulations thereunder.

Information Statement. (a) As soon promptly as practicable after the date hereofof this Agreement, the Company shall prepare, file and mail, at the Company’s expense, an Information Statement for purposes of notifying send to the Company’s stockholders the Information Statement, describing the Merger and the transactions contemplated hereby, soliciting the Requisite Stockholder Approval, and providing notice of appraisal rights as required by Section 262 of the change of control DGCL. The Company, through the Company Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby and (ii) include such recommendation in the Information Statement and (iii) publicly reaffirm such recommendation within 5 days after a reasonable request to do so by Parent or Merger Sub. Without limiting the generality of the foregoing, the Company agrees that will result from its obligations to distribute the change in Information Statement to its stockholders and to solicit for the composition Requisite Stockholder Approval shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Acquisition Proposal. The Company agrees that, prior to the Board as contemplated by Section 2.2 heretotermination of this Agreement, it shall not submit to the vote of its stockholders any Acquisition Proposal or propose to do so. Red Mountain shall provide all If, at any time prior to obtaining the Requisite Stockholder Approval, any information reasonably requested relating to the Merger, the Company, Parent or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that is within its control and is necessary for inclusion should be set forth in the Information Statement. The Company shall provide Red Mountain a reasonable opportunity an amendment or supplement to review and comment upon the Information Statement prior to its filing and mailing to the Company’s stockholders. (b) The Company agrees so that the information supplied by it for the Information Statement shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the Change of Control Date, such document would not contain 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, in light of the circumstances under which they were made, not misleading. 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 party that discovers such information shall promptly inform Red Mountain notify the other parties hereto and the Company shall promptly file and distribute such amendment to the Information Statement. (c) Red Mountain agrees thatshall, to the best of its knowledgeextent required by applicable Law, the disseminate an appropriate amendment or supplement describing such information supplied by it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company. Notwithstanding the foregoing, or at the 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, not misleading. 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 mailing the Information StatementStatement (or any amendment or supplement thereto), Red Mountain shall promptly inform the Company and the Company shall promptly file give Parent and distribute its counsel a reasonable opportunity to review and comment on such amendment document and shall give due consideration to the Information Statementall reasonable additions, deletions or changes suggested thereto by Parent and its counsel. (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 1934 Act and the rules and regulations thereunder.

Information Statement. (a) As soon as practicable after the date hereofhereof and after the Purchaser has advanced funds or made other arrangements therefor, the Company shall, and the Seller and Purchaser shall preparecause the Company to, file and maildistribute, at the Company’s expense, an Information Statement 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 of Directors as contemplated by Section 2.2 5.2 hereto. Red Mountain The Purchaser and the Seller shall provide all information reasonably requested by the Company that is within its their control and is necessary for inclusion in the Information Statement. The Company shall provide Red Mountain a reasonable opportunity to review and comment upon the Information Statement prior to its filing and mailing to the Company’s stockholders. (b) The Company Seller agrees that the information supplied by it for the Information Statement shall not, at the time the Information Statement is filed with the SEC or mailed distributed to the stockholders of the Company, or at the 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, not misleading. If, at any time prior to the Change of Control Date, any event, circumstance or change relating to the Company Seller occurs that should be set forth in or described in an amendment to the Information Statement, the Company Seller shall promptly inform Red Mountain the Purchaser and the Company and the Company shall promptly file and distribute such amendment to the Information Statement. (c) Red Mountain The Purchaser agrees that, to the best of its knowledge, that the information supplied by it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed distributed to the stockholders of the Company, or at the 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, not misleading. If, at any time prior to the Change of Control Date, any event, circumstance or change relating to the information supplied by Red Mountain Purchaser occurs that should be set forth in or described in an amendment to the Information Statement, Red Mountain 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 1934 Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Information Statement. (a) As soon as practicable after Following the date hereofof this Agreement, the Company shall prepare, file prepare an information or disclosure statement and mail, at related materials relating to the Company’s expense, an Information Statement for purposes stockholders meeting (or the requested written consent in lieu of notifying a meeting) and the Company’s stockholders of transactions contemplated hereby relating to the change of control of Merger and this Agreement (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") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall provide Red Mountain a reasonable opportunity to review and comment upon the cause such Information Statement prior to its filing and mailing be mailed to the Company’s stockholders. Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (b) 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 agrees that 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 it the Company and Parent for inclusion in the Information Statement shall not, at (i) the time the Information Statement (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to the stockholders Stockholders and (ii) the time of the Company, or at the Change of Control Datestockholders' meeting (as described in Section 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, therein not misleading. If, If at any time prior to the Change of Control Date, Effective Time any event, circumstance or change information relating to the Company occurs or any its respective directors, officers or Affiliates should be discovered by the Company that should be set forth in or described in an amendment or supplement 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 it for Statement so that the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the Change of Control 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, 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. If, If at any time prior to the Change of Control Date, Effective Time any event, circumstance or change information relating to the information supplied Parent or any of its directors officers or Affiliates should be discovered by Red Mountain occurs Parent that should be set forth in or described in an amendment or supplement to the Information StatementStatement so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, Red Mountain in light of the circumstances under which they were made, not misleading, Parent shall promptly inform 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 Merger and 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 Merger. Notwithstanding the foregoing, the Company shall promptly file and distribute such amendment not be required to take any of the Information Statement. (d) The Information Statement and all other documents that actions provided for under this Section 7.7 if the Company is responsible for filing 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 Merger or recommending and declaring 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 SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements Company of the 1934 Act and the rules and regulations thereunderthis Agreement).

Information Statement. (a) As soon Each Party shall 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 the preliminary Information Statement as promptly as reasonably practicable after following the date hereofof this Agreement. No filing of, or amendment or supplement to, the Company shall prepare, file and mail, at the Company’s expense, an Information Statement for purposes of notifying the Company’s stockholders of the change of control of will be made by Parent without first providing 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. The Company shall provide Red Mountain a reasonable opportunity to review and comment upon 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 or supplement thereto 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. If any comments are received from the staff of the SEC with respect to the preliminary Information Statement, Parent shall respond as promptly as reasonably practicable to such comments. The Company shall, as promptly as reasonably practicable, provide Parent with such information as may be required to be included in the Information Statement or as may be reasonably required to 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 cause such definitive Information Statement to be mailed to its stockholders of record. If at any time prior to its filing and mailing the LLC Merger Effective Time, any information relating to the Company’s stockholders. (b) The Company agrees 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 supplied by it for Information Statement, so that the Information Statement shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the Change of Control 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, in light of the circumstances under which they were made, not misleading. 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 Party that discovers such information shall promptly inform Red Mountain notify the Other Party, and the Company Parent shall promptly file and distribute with the SEC an appropriate amendment or supplement describing such amendment to the Information Statement. (c) Red Mountain agrees thatinformation and, to the best of its knowledgeextent required by applicable Legal Requirements, the information supplied by it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC disseminate such amendment or mailed supplement to the stockholders of the Company, or at the 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, not misleading. 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 StatementParent. (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 1934 Act and the rules and regulations thereunder.

Information Statement. (a) As soon promptly as practicable after receipt of the date hereofduly executed and delivered Company Stockholder Consent, the Company shall prepare, file and mail, at the Company’s expense, an Information Statement for purposes of notifying with the Company’s stockholders of SEC under the change of control of Exchange Act, and shall use its reasonable best efforts to have 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 Information Statement cleared by the Company that is within its control and is necessary for inclusion in the Information StatementSEC promptly. The Company shall provide Red Mountain Parent and its counsel a reasonable opportunity to review and comment upon the Information Statement prior to the filing with the SEC. In addition, the Company shall provide Parent and its filing and mailing counsel a written copy of any comments the Company or its counsel may receive from the SEC or its staff with respect to the Company’s stockholders. (b) Information Statement promptly after receipt of such comments and with copies of any written responses to such comments and telephonic notification of any verbal responses to such comments by the Company or its counsel. The Company agrees that 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 supplied provided by it for use in the Information Statement which shall not, at have become false or misleading and the time Company shall promptly prepare and mail to its stockholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any comments from the SEC with respect to the Information Statement is filed with and any request by the SEC for any amendment to the Information Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, 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 the stockholders of the Company, or Company and at the Change of Control 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, not misleading. 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 it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders light of the Company, or at the 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 thereincircumstances under which they are made, not misleading. 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 misleading and the Company shall promptly file and distribute such amendment to the Information Statement. (dii) 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 1934 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 thereunderin any event within two (2) Business Days after, the latest of (A) confirmation from the SEC 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) As soon as practicable after Promptly following the date hereof, execution and delivery of this Agreement the Company shall prepareprepare and file with the SEC an information statement describing the transactions contemplated by the Transaction Documents, file disclosing that t he stockholders of the Company have irrevocably consented to the issuance of the Securities and mailthe other transactions contemplated hereby in accordance with applicable law, at the Company’s expenseArticles 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, an after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such Information Statement for purposes to the stockholders of notifying the Company not less than 20 calendar days prior to the Closing Date, or such longer period as may be required by applicable law or the Company’s stockholders Articles of the change of control of Incorporation or Bylaws. Each Investor shall promptly furnish in writing to the Company that will result from the change such information relating to such Investor and its investment in the composition of the Board Company 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 may reasonably request for inclusion in the Information Statement. The Company shall provide Red Mountain a reasonable opportunity to review will comply with Section 14(c) of the 1934 Act and comment upon the rules promulgated thereunder connection with the preparation and mailing of the Information Statement prior to its filing Statement, and mailing to the Company’s stockholders. (b) The Company agrees that the information supplied by it for the Information Statement shall not, at as of the time date that the Information Statement (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to the stockholders of the Company, or at the Change of Control 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, 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. If, If the Company should discover at any time prior to the Change of Control Closing Date, any event, circumstance or change event relating to the Company occurs or any of its Subsidiaries or any of their respective affiliates, officers or directors that should is required to be set forth in a supplement or described in an amendment to the Information Statement, in addition to the Company's obligations under the 1934 Act, 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 it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the 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, not misleading. 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 will promptly inform the Company and the Company shall promptly file and distribute such amendment to the Information StatementInvestors thereof. (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 1934 Act and the rules and regulations thereunder.

Information Statement. (a) As soon as practicable after the date hereofexecution of this Agreement, the Company and Holdings shall prepare, file with the cooperation of Parent and mailfurnish to their stockholders an information statement (the "Information Statement") for the stockholders of Company and Holdings to approve and adopt this Agreement, at the Company’s expense, an Merger and the other transactions contemplated by this Agreement. The Information Statement shall constitute a disclosure document for purposes of notifying the Company’s stockholders offer and issuance of the change shares of control Parent Common Stock to be received by the holders of Company Common Stock in the Merger and a proxy statement for solicitation of stockholder consent to or approval of this Agreement, the Merger and the other transactions contemplated hereby. Each of Parent, Holdings and Company shall use its reasonable best efforts to 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 respective affiliates, directors, officers and securityholders as, in the reasonable judgment 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 other party or its control and is necessary counsel, 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 the other's counsel and auditors in the preparation of the Information Statement. The Company and Holdings will promptly advise Parent, and Parent will promptly advise Company and Holdings, in writing if at any time prior to the Effective Time either Company, Holdings or Parent shall provide Red Mountain a reasonable opportunity obtain knowledge of any facts that might make it necessary or appropriate to review and comment upon amend or supplement the Information Statement prior to its filing and mailing to the Company’s stockholders. (b) The Company agrees that the information supplied by it for the Information Statement shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the 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 thereincontained or incorporated by reference therein not misleading or to comply with applicable law. The 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, not misleadingthe Merger and the other transactions contemplated by 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. If, at any time prior Anything to the Change of Control Datecontrary contained herein notwithstanding, 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 Holdings 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 it for not include in the Information Statement (including the any information with respect to Parent or its designees to be appointed to affiliates or associates, the Board pursuant to Section 2.2 hereto) form and content of which information shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the 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, not misleading. If, at any time have been expressly approved by Parent 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 Statementinclusion. (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 1934 Act and the rules and regulations thereunder.

Information Statement. (a) As soon promptly as practicable after the date hereofexecution of this Agreement, Seller shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Bylaws and the Company shall prepare, file and mail, at Exchange Act to solicit a majority of the Company’s expense, an Information Statement for purposes of notifying the Company’s stockholders of Seller to act by written consent to approve this Agreement and the change Sale. Thereafter, Seller shall as promptly as practicable prepare and file with the SEC an information statement to be delivered to the stockholders of control of Seller in connection with the Company that will result from Sale (the change in the composition of the Board as contemplated by Section 2.2 hereto“Information Statement”). Red Mountain Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably requested by the Company that is within its control and is necessary 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. The Company Seller shall provide Red Mountain a respond to any comments of the SEC, and shall use its commercially reasonable opportunity efforts to review and comment upon have the Information Statement prior to its filing and mailing to cleared by the Company’s stockholders. (b) The Company agrees that the information supplied by it for SEC as promptly as practicable after such filing. Seller shall cause the Information Statement shall not, to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement, each of Seller and Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (the “Other Filings”). Seller shall promptly supply upon the 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 the Information Statement is filed 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 representatives, on the one hand, and the SEC or mailed to its staff or any other government officials, on the stockholders of the Companyother hand, or at the 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, not misleading. 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 with respect to the Information Statement, the Company Sale or any Other Filing. Each of Seller and Buyer 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 it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the 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, not misleading. 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 cause all other 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 1934 Act law and the rules and regulations 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 SEC or its staff or any other government officials, and/or mailing to the stockholders of Seller and Buyer, such amendment or supplement.

Information Statement. (a) As soon The Company shall, as promptly as reasonably practicable after following the date hereofof this Agreement, prepare and file with the SEC an information statement relating to the adoption of this Agreement and the transactions contemplated hereby (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 use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto and to 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 filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall prepare, file and mail, at the Company’s expense, an Information Statement 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. The Company shall provide Red Mountain ABI with a reasonable opportunity to review and comment upon on such document or response. The Company shall use its reasonable best efforts to cause the Information Statement prior to its filing and mailing be mailed to the Company’s stockholdersstockholders as promptly as reasonably practicable after clearance by the SEC. (b) The Company Each party hereby agrees to promptly notify the other party if at any time such party becomes aware that the any information supplied by it for contained in the Information Statement shall not(either in preliminary or definitive form) is inaccurate or incomplete in any material respect and, at in such event, the time the Information Statement is filed parties agree to cooperate to as promptly as reasonably practicable take such actions (including making amended or supplemental filings with the SEC SEC) and distribute any amended or mailed supplemental materials to the stockholders of the Company, or at the Change of Control Date, contain any untrue statement of a material fact or omit to state any material fact Company as is required to be stated therein or necessary in order to make the statements therein, not misleading. 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 Statementby applicable Law. (c) Red Mountain agrees that, to the best of its knowledge, the information supplied by it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the 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, not misleading. 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 1934 Act and the rules and regulations thereunder.

Information Statement. (a) As soon as practicable after the date hereof, the Company shall prepare, file and mail, at the Company’s expense, an Information Statement 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 The information reasonably requested to be supplied by the Company that is within its control and is necessary Holdings for inclusion in the Information StatementStatement (as defined in Section 5.1) shall 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 Company shall provide Red Mountain a reasonable opportunity information to review and comment upon the Information Statement prior to its filing and mailing to the Company’s stockholders. (b) The Company agrees that the information be supplied by it the Company for inclusion in the Information Statement shall not, at the time the Information Statement is filed with the SEC or mailed 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 (the "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") (such proxy statement as amended or supplemented is referred to herein as the "Proxy Statement") shall not, or on the date the Proxy Statement is first mailed to the Company's stockholders and Holdings' stockholders, at the Change time of Control Datethe 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, 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. If, If at any time prior to the Change of Control DateEffective Time, any event, circumstance or change event relating to the Company occurs that or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in or described in an amendment to the Information Statement or a supplement to the Proxy Statement, the Company shall promptly inform Red Mountain and Parent. Notwithstanding the foregoing, the Company shall promptly file and distribute such amendment makes no representation or warranty with respect to the Information Statement. (c) Red Mountain agrees that, to the best of its knowledge, the any information supplied by it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement Parent or Merger Sub which is filed with the SEC or mailed to the stockholders contained in any of the Company, or at the 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, not misleading. 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 Statementforegoing documents. (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 1934 Act and the rules and regulations thereunder.

Information Statement. (a) As soon promptly as practicable after the date hereofexecution of this Agreement, the Company shall prepare, file in compliance with applicable Law and mail, at the Company’s expenseCompany Certificate of Incorporation and By-laws, an Information Statement for purposes of notifying information statement relating to the Company’s stockholders of the change of control consent solicitation of the Company that will result from Stockholders to be conducted in connection with the change in Merger which shall contain appropriate disclosure regarding Parent and the composition of Parent Series C Stock (together with any amendments thereof or supplements thereto, the Board as contemplated by Section 2.2 hereto“Information Statement”). Red Mountain Parent shall provide furnish all information reasonably requested by concerning it and the holders of its capital stock as the Company that is within its control may reasonably request in connection with such actions and is necessary for inclusion in the preparation of the Information Statement. The Company shall provide Red Mountain a reasonable opportunity to review and comment upon mail the Information Statement prior to its filing and mailing to Company Stockholders as soon as practicable, but in no event later than three (3) Business Days, following the execution of this Agreement. The Information Statement shall include the unanimous recommendation of the Company’s stockholders. (b) The board of directors that adoption of the Merger Agreement by the Company agrees Stockholders is advisable and that the information supplied by it for 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 (which approval shall notnot be unreasonably withheld, conditioned or delayed). If at any time prior to the 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 the Company which should be set forth in an amendment or a supplement to the Information Statement, the Company shall promptly 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 filed with the SEC or first mailed to the stockholders of the CompanyCompany Stockholders, or at the Change of Control 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 made therein, in the light of the circumstances under which they were made, not misleading. 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 it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the 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, not misleading. 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 1934 Act and the rules and regulations thereunder.

Information Statement. (a) As soon as practicable Promptly after the date hereofexecution of this Agreement, the Company shall prepare, file and mail, at the Company’s expense, an Information Statement 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. The Company shall provide Red Mountain a reasonable opportunity to review and comment upon prepare the Information Statement prior to its filing and mailing to shall file the Company’s stockholders. same with the Commission as soon as reasonably practicable, but in no event later than ten (b10) Business Days after the Closing Date. The Company agrees that the information supplied by it for the Information Statement shall not, at the time the Information Statement is filed with the SEC or mailed to constitute an information circular informing the stockholders of the Company, Company of receipt of the Shareholder Approval. Other than with respect to any information provided by or at the Change on behalf 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, not misleading. 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 StatementInvestor, 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 it for will cause the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the 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, not misleading. 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 provisions of the 1934 Securities Act and the 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) As soon promptly as reasonably practicable after the date hereofexecution of this Agreement, the Company shall prepare, file and mail, at the Company’s expense, prepare an Information Statement for purposes of notifying the Company’s information statement to be mailed to stockholders of the change of control of Company in 45 connection with the transactions contemplated hereby (the "Information Statement"). Parent will cooperate with the Company that will result from the change in the composition preparation of such Information Statement, including, without limitation, providing to the Board as contemplated by Section 2.2 hereto. Red Mountain shall provide Company all information reasonably requested by regarding Parent and its affiliates (including pro forma financial information regarding Parent and the Company that is within its control Company, if necessary, and is information required under Rule 506 of Regulation D under the Securities Act) necessary for inclusion in the Information Statementor incorporation by reference therein. The Company shall provide Red Mountain a reasonable opportunity to review and comment upon mail the Information Statement prior to its filing and mailing all stockholders of the Company entitled to receive such notice under the Company’s stockholders. (b) Delaware Code. The Company agrees that the information supplied by it Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the Stockholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. The Information Statement shall not, at the time the Information Statement it is filed with the SEC or mailed to the stockholders of the Company, or Company and at all times subsequent thereto (through and including the Change of Control DateEffective 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, not misleading. 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 it for the Information Statement (including the information with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders light of the Company, or at the 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 thereincircumstances under which they were made, not misleading. If, at any time prior to the Change of Control DateEffective Time, any event, circumstance event or change relating to information should be discovered by the information supplied by Red Mountain occurs that Company or Parent which should be set forth in or described in an amendment or supplement to the Information Statement, Red Mountain the Company or Parent, as applicable, shall promptly inform the Company or Parent, as applicable, of such occurrence and the parties shall cooperate in mailing to the Stockholders such amendment or supplement. The Information Statement shall include the recommendation of the Board of Directors of the Company in favor of this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders. Anything to the contrary contained herein notwithstanding, the Information Statement shall not include any information, the form and content of which information shall not have been approved by the Parent and the Company shall promptly file and distribute prior to such inclusion. Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Information Statement or any amendment or supplement to the Information Statement. (d) The foregoing will, at the time the Information Statement and all other documents that is first mailed to the stockholders of the Company is responsible for filing with and at all times subsequent thereto (through and including the SEC Effective Time), contain any statement which, at such time and in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements such light of the 1934 Act circumstances under which it was made, is false and misleading with respect to any material fact, or omits to state any material fact necessary in order to make the rules and regulations thereunderstatements made in the Information Statement not false or misleading or omits to state any material fact necessary to correct any statement made by Parent in such information supplied which has become false or misleading.

Information Statement. (a) As soon as practicable Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date hereof, the Company shall prepare, file and mail, at the Company’s expense, an Information Statement 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 this Agreement the Information Statement. The Company shall provide Red Mountain a reasonable opportunity to review and comment upon the Information Statement prior to its filing shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and mailing to (ii) the Company’s stockholdersnotice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. (b) The Parent and Company agrees 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 it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement shall not, at the time the Information Statement is will when filed with the SEC or and at the time it is mailed to the stockholders holders of the Company, or at the Change of Control DateCompany 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, therein not misleading. If, at Parent further agrees that if it becomes aware that 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 furnished by it for would cause any of the statements in the Information Statement (including the information to be false or misleading with respect to its designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Companyany material fact, or at the Change of Control 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 thereintherein not false or misleading, not misleadingto promptly inform Company and to take appropriate steps to correct the Information Statement. If, at any time prior Company shall use its reasonable best efforts 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 resolve all SEC comments with respect to the Information StatementStatement 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 without the approval of the Parent (such approval not to be unreasonably withheld, Red Mountain shall promptly inform the Company and the conditioned or delayed). Company shall promptly file provide notice to Parent of any correspondence or communications with or comments from the SEC and distribute shall provide Parent with copies of all such amendment 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 Information StatementSEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed). (d) The 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 all other documents that to propose comments on such document or response and shall, in good faith, consider the Company is responsible for 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 1934 Act Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the rules and regulations thereunderDGCL.