Common use of Information Statement Clause in Contracts

Information Statement. As soon as practicable after the execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). The form of Information Statement delivered to Parent by the Company pursuant to the previous statement shall be true, correct and complete in all material respects. Each of the Company and Parent shall use its reasonable best efforts to cause the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of the Company and Parent shall 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, or in any amendments or supplements thereto, and to cause its counsel to cooperate with the other's counsel in the preparation of the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, the Company and Parent shall cooperate in delivering any such amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Information Statement. As soon as practicable after the execution date of this Agreement, the Company shall prepare, will prepare and file with the cooperation of ParentSEC, an and the Parent and the Purchaser shall cooperate with the Company in such preparation and filing, a preliminary information statement relating to this Agreement the Charter Amendment and use its reasonable best efforts to furnish the transactions contemplated hereby (information required to be included by the "Information Statement"). The form of SEC in the Information Statement delivered and, after consultation with the Parent, to Parent respond promptly to any comments made by the Company pursuant SEC with respect to the previous preliminary information statement shall be true, correct and complete in all material respects. Each of the Company and Parent shall use its reasonable best efforts to cause a definitive information statement (the "Information Statement") to be mailed to the Company's stockholders as soon as practicable. The Company will notify the Parent and the Purchaser 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 preliminary information statement and the Information Statement or for additional information and will supply the Parent and the Purchaser 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 comply the preliminary information statement and the Information Statement or the Merger. The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all requirements amendments and supplements to the preliminary information statement and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable federal and state securities lawstime periods for taking such actions have expired. Each If at any time prior to the effectiveness of the Company and Parent Charter Amendment there shall 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, or in any amendments or supplements thereto, and to cause its counsel to cooperate with the other's counsel in the preparation of the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever occur any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, the Company will prepare and Parent shall cooperate in delivering any mail to its stockholders such an amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates, the form and content of which information shall not have been approved by Parent prior to such inclusionsupplement.

Information Statement. As soon as practicable after the execution date of this Agreement, the Company shall prepare, will prepare and file with the cooperation of ParentSEC, an and the Parent and the Purchaser shall ▇▇▇▇▇▇- ate with the Company in such preparation and filing, a prelimi- nary information statement relating to this Agreement the Charter Amendment and use its reasonable best efforts to furnish the transactions contemplated hereby (information required to be included by the "Information Statement"). The form of SEC in the Information Statement delivered and, after consultation with the Parent, to Parent respond promptly to any comments made by the Company pursuant SEC with respect to the previous preliminary information statement shall be true, correct and complete in all material respects. Each of the Company and Parent shall use its reasonable best efforts to cause a definitive information statement (the "Information Statement") to be mailed to the Company's stockholders as soon as practicable. The Company will notify the Parent and the Purchas- er 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 supple- ments to the preliminary information statement and the Informa- tion Statement or for additional information and will supply the Parent and the Purchaser 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 preliminary information statement and the Information Statement or the Merger. The Company shall give the Parent and the Purchaser and its counsel the opportunity to comply review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all requirements amendments and supplements to the preliminary information state- ment and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable federal and state securities lawstime periods for taking such actions have expired. Each If at any time prior to the effectiveness of the Company and Parent Charter Amendment there shall 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, or in any amendments or supplements thereto, and to cause its counsel to cooperate with the other's counsel in the preparation of the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever occur any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, the Company will prepare and Parent shall cooperate in delivering any mail to its stockholders such an amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates, the form and content of which information shall not have been approved by Parent prior to such inclusionsupple- ment.

Information Statement. As soon as practicable after the execution of this AgreementAgreement and, in any event, within ten (10) Business Days after such date, the Company shall prepare, with the cooperation of Parent, an information statement relating the Information Statement and form of proxy for the Company Shareholders to approve this Agreement and the transactions contemplated hereby (the "Information Statement")Merger. The form of Information Statement delivered to Parent by and the Company pursuant to the previous statement shall be true, correct and complete in all material respects. Each of the Company and Parent shall each use its commercially reasonable best efforts to cause the Information Statement to comply in all material respects with all requirements of applicable federal and state securities lawslaws requirements. Each of Parent and the Company and Parent shall 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 Party or its 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 will promptly advise Parent and Parent will promptly advise the Company in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement shall constitute a disclosure document in order to make the statements contained or incorporated by reference therein not misleading or for the offer and issuance compliance with applicable law. The Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub that is contained in any of the shares of Parent Common Stock to be received by the holders of the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, the Company and Parent shall cooperate in delivering any such amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement with the appropriate government officialsforegoing documents. The Information Statement shall include contain the unqualified unanimous recommendation of the Company Board of Directors of that the Company in favor of the adoption of Shareholders approve this Agreement and approval of the Merger and the determination of the Board of Directors conclusion of the Company Board that the terms and conditions of the Merger and this Agreement are advisable and are fair and reasonable to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS")Shareholders. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliatesaffiliates or associates, the form and content of which information shall not have been approved in writing by Parent prior to such inclusion.

Information Statement. As soon The Information Statement shall be filed by the Company with the Commission within ten Business Days of the date of the Closing and neither it nor any amendment or supplement thereto, as practicable after so filed or mailed to stockholders of the execution Company, shall contain an untrue statement of this Agreementa material fact or omit to state any material fact necessary in order to make the statements made therein not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Majority Consent that has become false or misleading. In connection with the Information Statement and the Majority Consent, the Company shall preparecomply in all respects with Regulation 14(c) of the Exchange Act and the rules and regulations thereunder. The Company shall provide a copy of any written comments received from the Commission, and any written responses thereto, with respect to the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). The form of Information Statement delivered within one Business Day of its receipt or delivery thereof, as the case may be, and shall use its best efforts to Parent by the Company pursuant respond to such comments on, obtain Commission approval of and mail to the previous statement shall be true, correct and complete in all material respects. Each stockholders of the Company and Parent the Information Statement as soon as possible following the date hereof. The Company shall use its reasonable best efforts notify the Investor in writing at least five Business Days prior to cause the date that is the last day of the 20-day period commencing on the mailing date of the Information Statement to comply with all requirements of applicable federal and state securities laws. Each stockholders of the Company and Parent shall provide promptly contemplated by Rule 14c-2(b) with respect to the other Information Statement and the Majority Consent, which notice shall specify the last day of such information concerning its business and financial statements and affairs as, 20-day period. The limitation on the increase in the reasonable judgment number of shares of Common Stock issuable upon the conversion into Common Stock of the providing party Note as contained in Section 3(d) thereof (the "Conversion Share Limit") shall automatically terminate and be of no force or its counsel, may be required or appropriate for inclusion in effect ab initio (the Information Statement, or in any amendments or supplements thereto"Conversion Share Limit Termination") at the end of the 20-day period referenced above, and to cause its counsel to cooperate with any such increases that would have occurred but for the other's counsel in the preparation effectiveness of the Information StatementConversion Share Limit shall be effected for all purposes. The Information Statement shall constitute a disclosure document for After the offer and Conversion Share Limit Termination, the transactions contemplated by this Agreement, including the issuance of the Note without any such limitation on the number of shares of Parent Common Stock to issuable upon conversion thereof, shall be received by in full compliance with the holders of the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Amex Stockholder Approval of the Merger, whichever is requested by Parent. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, the Company and Parent shall cooperate in delivering any such amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates, the form and content of which information shall not have been approved by Parent prior to such inclusionRequirements.

Information Statement. As soon as practicable after the execution of this Agreement, the Company and the LLC shall prepare, with the cooperation of Parentthe Buyer, an information statement relating the Information Statement for the holders of Shares to approve this Agreement and the transactions contemplated hereby (and for the "Information Statement")holders of Units to consummate the Exchange. The form of Information Statement delivered shall constitute a disclosure document for the offer and issuance of the shares of Buyer Ordinary Shares to Parent be received by the Company pursuant to holders of Shares and Units. The Buyer, the previous statement shall be true, correct LLC and complete in all material respects. Each of the Company and Parent shall each use its reasonable best commercial efforts to cause the Information Statement to comply with all requirements of applicable federal and state securities lawsLegal Requirements. Each of the Company Company, the LLC and Parent shall Buyer 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, 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 Information Statement shall constitute a disclosure document for Company and the offer LLC will promptly advise the Buyer, and issuance of the shares of Parent Common Stock to be received by the holders of the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Buyer will promptly advise the Company and Parent the LLC, in writing if at any time prior to the Effective Time either shall cooperate in delivering obtain knowledge of any such amendment facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to all make the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment statements contained or supplement incorporated by reference therein not misleading or to comply with the appropriate government officialsapplicable law. The Information Statement shall include contain the unqualified recommendation of the Company's and the LLC's Board of Directors and Board of Managers that the Company in favor holders of Shares approve the adoption of Merger and this Agreement and approval the conclusion of the Merger Company's and the determination of the LLC's Board of Directors and Board of the Company Managers that the terms and conditions of the Merger and this Agreement Exchange are advisable and are fair and reasonable to the holders of Shares and in the best interests of the Units. The Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company LLC shall not include in the Information Statement any information with respect to Parent the Buyer or its affiliatesaffiliates or associates, the form and content of which information shall not have been approved by Parent the Buyer prior to such inclusion.

Information Statement. As soon as reasonably practicable after following the execution date of this Agreement but in no event later than three (3) Business Days following the date of this Agreement, the Company shall prepareshall, with the cooperation assistance of Parentthe Parent Group, prepare and file with the SEC an information statement relating of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement and the transactions contemplated hereby (such information statement, including any amendment or supplement thereto, the "Information Statement"). The form of Information Statement delivered to Parent by Group, Merger Sub and the Company pursuant to the previous statement shall be true, correct and complete in all material respects. Each of the Company and Parent shall use its reasonable best efforts to cause the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of the Company and Parent shall 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, or in any amendments or supplements thereto, and to cause its counsel to will cooperate with the other's counsel each other in the preparation of the Information Statement. The Information Statement shall constitute a disclosure document for Without limiting the offer and issuance generality of the shares foregoing, each of the Parent Common Stock Group and Merger Sub will furnish to be received the Company the information relating to it required by the holders of Exchange Act and the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever any event occurs that is required rules and regulations promulgated thereunder to be set forth in an the Information Statement. The 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. Each of the Parent Group, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify the Parent Group and Merger Sub of the receipt of any comments from the SEC with respect to Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and shall provide the Parent Group with copies of all such comments and correspondence. 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, the Company shall provide the Parent Group a reasonable opportunity to review and to propose comments on such document or response and shall consider the Parent Group's comments in good faith. Promptly after the Information Statement has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, the Company and Parent shall cooperate in delivering any such amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement promptly file with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include in SEC the Information Statement any information with respect to Parent or its affiliates, in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and content mail a copy of which information shall not have been approved by Parent prior the Information Statement to such inclusioneach of its stockholders.

Information Statement. As soon as practicable after the execution of --------------------- this Agreement, the Company shall prepare, with the cooperation of Parent, and furnish to its shareholders an information statement relating Information Statement for the shareholders of Company to approve and adopt this Agreement Agreement, the Merger and the other transactions contemplated hereby (the "Information Statement")by this Agreement. The form of Information Statement delivered shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to Parent be received by the holders of Company pursuant Capital Stock in the Merger and a proxy statement for solicitation of shareholder consent to or approval of this Agreement, the previous statement Merger and the other transactions contemplated hereby. Parent and Company shall be true, correct and complete in all material respects. Each of the Company and Parent shall each use its reasonable best efforts to cause the Information Statement to comply with all requirements of applicable federal and state securities lawslaws requirements. Each of the Parent and Company and Parent shall agrees to provide promptly to the other such information concerning it and its business respective affiliates, directors, officers and financial statements and affairs securityholders as, in the reasonable judgment of the providing other party or its 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 will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement shall constitute a disclosure document for in order to make the offer and issuance of the shares of Parent Common Stock statements contained or incorporated by reference therein not misleading or to be received by the holders of the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, the Company and Parent shall cooperate in delivering any such amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement comply with the appropriate government officialsapplicable law. The Information Statement shall include contain the unqualified recommendation of the Board of Directors of Company that the Company in favor of the adoption of shareholders approve and adopt this Agreement and approval of Agreement, the Merger and the determination other transactions contemplated by this Agreement, and the conclusion of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and reasonable and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS")shareholders. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliatesaffiliates or associates, the form and content of which information shall not have been expressly approved by Parent prior to such inclusion.

Information Statement. As soon as practicable (and in any event within fifteen (15) Business Days) after the execution of this Agreement, the Company shall preparedistribute, with by upload to the cooperation secure website maintained for the benefit of Parentholders of Units, to its Members, as appropriate, an information statement relating and other appropriate documents (including a copy of this Agreement) which contain, subject to this Agreement and the transactions contemplated hereby (the "Information Statement"). The form of Information Statement delivered to Parent by Section 4.2, the Company pursuant to the previous statement shall be true, correct and complete in all material respects. Each of the Company and Parent shall use its reasonable best efforts to cause the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of the Company and Parent shall provide promptly to the other Recommendation (such information concerning its business statement and financial statements and affairs asother documents, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in including any amendments or supplements thereto, and to cause its counsel to cooperate with the other's counsel in each case in the preparation of form or forms mailed or delivered to the Members, collectively, the “Information Statement”) if required in connection with obtaining Member Proxies representing the Company Requisite Approval, which Information Statement shall comply with applicable Laws. If the Company distributes the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever whenever any event occurs that which is required to be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and Parent shall cooperate in delivering any preparing and distributing to the Members such amendment or supplement (to all the holders extent necessary or appropriate, in the good faith judgment of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement Company). Each of Parent and Merger Sub shall use its reasonable best efforts to cooperate with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor connection with the preparation and distribution of the adoption Information Statement, including furnishing as promptly as reasonably practicable to the Company any and all information relating to it as the Company may reasonably request. The Company shall deliver to the Members a notice of the Record Date for acting by written consent and any other notices in connection with the Intermediate Merger and the Merger as required by the Operating Agreement. Parent agrees that on the Record Date, it will, pursuant to the Member Proxies, consent in writing to approve this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates, the form and content of which information shall not have been approved by Parent prior to such inclusiontransactions contemplated hereby.

Information Statement. (a) As soon promptly as practicable after the execution of this Agreement (but in no event later than 13 days following the date of this Agreement), the Company Seller shall prepare, prepare and file with the cooperation of Parent, Securities and Exchange Commission ("SEC") (with a copy to the Purchaser) an information statement relating to this Agreement and the transactions contemplated hereby Stockholder Approval (together with any amendments thereof or supplements thereto, the "Information Statement"). The form of Information Statement delivered to Parent by the Company pursuant to the previous statement Seller shall be true, correct and complete in all material respects. Each of the Company and Parent shall use its reasonable best efforts to cause the Information Statement to comply in all material respects with all requirements of the applicable federal and state securities laws. Each provisions of the Company Exchange Act and Parent shall provide promptly to the other such information concerning its business rules 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, or in any amendments or supplements thereto, and to cause its counsel to cooperate with the other's counsel in the preparation of the Information Statementregulations thereunder. The Information Statement shall constitute a disclosure document for "filing" pursuant to Section 4.7 of this Agreement, and the offer Purchaser shall have the right to review and issuance of the shares of Parent Common Stock to be comment thereon as set forth in such Section. (b) The Seller shall (i) if no comments have been received by the holders SEC on the Information Statement during the time period prescribed under Regulation 14C, on the eleventh day (or if such day is not a business day, the next succeeding business day) following the date of the Company Common Stock and/or Company's filing of the Company Stock Options in Information Statement with the Merger andSEC or (ii) if the SEC has commented on the Information Statement, either an Information/Proxy on the third business day after the Information Statement becomes effective, mail the Information Statement to its stockholders on the date that is no more than two business days following the effectiveness of such Information Statement under Regulation 14C of the Exchange Act. The Seller shall use its best efforts to promptly notify and provide copies to the Purchaser and its counsel of (x) any comments from the SEC with respect to the Information Statement and (y) any request by the SEC for any amendment to the Information Statement or for additional information. If the Seller receives comments or a consent solicitation for solicitation of request from the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever any event occurs that is required to be set forth in an amendment or supplement SEC with respect to the Information Statement, the Company Seller shall use its best efforts to respond to such comments and Parent shall cooperate in delivering any such amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement information requests and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include in have the Information Statement any information with respect to Parent or its affiliates, declared effective as soon as possible by the form and content of which information shall not have been approved by Parent prior to such inclusionSEC.

Information Statement. As soon as practicable after the execution of this Agreementpracticable, the Company shall prepareand in any case, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). The form of Information Statement delivered to Parent no later than 10 Business Days following delivery by the Company pursuant to the previous statement shall be trueBuyer of an unaudited consolidated balance sheet, correct changes in stockholders equity and complete in all material respects. Each statements of income and cash flow of the Company and Parent its Subsidiaries as of and for the six-month period ended June 30, 2016 (the “June 2016 Interim Financial Statements”), Buyer shall use prepare and file a preliminary copy of the Information Statement with the SEC. The Company shall furnish all information concerning the Company and its Affiliates to Buyer as may be required, and provide such other assistance, as may be reasonably requested, in connection with the preparation and filing of the Information Statement, including providing to Buyer no later than 60 days following the last day of such quarter (and using its reasonable best efforts to cause provide to Buyer no later than 45 days following the Information Statement to comply with all requirements last day of applicable federal and state securities lawssuch quarter) the June 2016 Interim Financial Statements. Each of Buyer shall promptly notify the Company and Parent shall provide promptly upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements 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, and Buyer shall promptly provide the Company with copies of all correspondence between it (or in any amendments or supplements theretoits representatives), on one hand, and the SEC, on the other hand. Buyer shall respond as promptly as practicable to cause its counsel any comments from the SEC with respect to cooperate with the other's counsel in the preparation of the Information Statement. The Notwithstanding the foregoing, prior to filing the Information Statement shall constitute a disclosure document for or mailing the offer and issuance Information Statement or responding to any comments of the shares SEC with respect thereto, Buyer (i) shall provide the Company with a reasonable opportunity to review and comment on such document or response (including the proposed final version of Parent Common Stock to be received such document or response) and (ii) shall consider in good faith all comments reasonably proposed by the holders Company. If at any time prior to the Effective Time any information relating to Buyer or the Company, or any of their respective Affiliates, officers or directors, should be identified by Buyer or the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever any event occurs that is required to should be set forth in an amendment or supplement to the Information Statement, so that the Company Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and Parent shall cooperate in delivering any such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to all the extent required by Law, disseminated to the stockholders of Buyer. Buyer shall cause the Information Statement to be mailed to holders of shares of capital stock of Buyer as promptly as practicable after the Company Common Stock and/or date on which the Company Stock Options and/or filing SEC confirms it has no more comments on the Information Statement. Buyer makes no representation or warranty with respect to any such amendment or supplement with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include statements included in the Information Statement any information with respect to Parent supplied by or its affiliates, on behalf of the form and content of which information shall not have been approved by Parent prior to such inclusionCompany specifically for inclusion therein.

Information Statement. As soon as reasonably practicable after following the execution date of this Agreement but in no event later than three (3) Business Days following the date of this Agreement, the Company shall prepareshall, with the cooperation assistance of Parentthe Parent Group, prepare and file with the SEC an information statement relating of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement and (such information statement, including any amendment or supplement thereto, the transactions contemplated hereby (the "“Information Statement"”). The form of Information Statement delivered to Parent by Group, Merger Sub and the Company pursuant to the previous statement shall be true, correct and complete in all material respects. Each of the Company and Parent shall use its reasonable best efforts to cause the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of the Company and Parent shall 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, or in any amendments or supplements thereto, and to cause its counsel to will cooperate with the other's counsel each other in the preparation of the Information Statement. The Information Statement shall constitute a disclosure document for Without limiting the offer and issuance generality of the shares foregoing, each of the Parent Common Stock Group and Merger Sub will furnish to be received the Company the information relating to it required by the holders of Exchange Act and the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever any event occurs that is required rules and regulations promulgated thereunder to be set forth in an the Information Statement. The 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. Each of the Parent Group, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify the Parent Group and Merger Sub of the receipt of any comments from the SEC with respect to Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and shall provide the Parent Group with copies of all such comments and correspondence. 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, the Company shall provide the Parent Group a reasonable opportunity to review and to propose comments on such document or response and shall consider the Parent Group’s comments in good faith. Promptly after the Information Statement has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, the Company and Parent shall cooperate in delivering any such amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement promptly file with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include in SEC the Information Statement any information with respect to Parent or its affiliates, in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and content mail a copy of which information shall not have been approved by Parent prior the Information Statement to such inclusioneach of its stockholders.