Common use of Preparation of Disclosure and Solicitation Materials Clause in Contracts

Preparation of Disclosure and Solicitation Materials. As promptly as ---------------------------------------------------- practicable after the execution of this Agreement, Company will promptly submit to its stockholders, information and documents relating to Company, its business or operations, Expedia, its business or operations, the terms of the Merger and this Agreement, and the material facts concerning all payments which in the absence of shareholder approval would be "Parachute Payments" as defined in Section 280G(b)(2) of the Code, in form and substance satisfactory to Expedia and its counsel, to satisfy all requirements of applicable state and federal securities laws, the DGCL and, to the extent within the power of the Company, Section 280G(b)(5)(B) of the Code and the regulations thereunder. Company will not provide or publish to its stockholders any material concerning it or its affiliates that violates the DGCL, the 1933 Act or the 1934 Act with respect to the transactions contemplated hereby.

Preparation of Disclosure and Solicitation Materials. As promptly as ---------------------------------------------------- practicable after the execution of this Agreement, Company will promptly submit to its stockholdersshareholders, information and documents relating to Company, its business or operations, Expedia, its business or operations, the terms of the Merger and this Agreement, and the material facts concerning all payments which in the absence of shareholder approval would be "Parachute Payments" as defined in Code Section 280G(b)(2) of the Code), in form and substance reasonably satisfactory to Expedia and its counsel, to satisfy all requirements of applicable state and federal securities laws, the DGCL and, to the extent within the power of the Company, and Code Section 280G(b)(5)(B) of the Code and the regulations thereunder. Company will not provide or publish to its stockholders Shareholders any material concerning it or its affiliates that violates the DGCL, the 1933 Act or the 1934 Act with respect to the transactions contemplated hereby.