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, DA will promptly submit to its stockholders, information and documents relating to DA, its business or operations, Delano, its business or operations, the terms of the Merger and this Agreement as reasonably agreed by counsel to Delano and DA and intended to comply in all material respects with Regulation D under the Securities Act and the material facts concerning all payments which in the absence of stockholder approval would be "Parachute Payments" as defined in Code Section 280G(b)(2), in form and substance satisfactory to Delano and its counsel, to satisfy all requirements applicable to DA of applicable state and federal securities laws, the Kansas GCC and Code Section 280G(b)(5)(B) and the regulations thereunder. DA will promptly set a record date, give notice of a special meeting, solicit consents and/or give notices to holders of Dissenting Shares so as to facilitate the Closing of the Merger as of the earliest practicable date.

Preparation of Disclosure and Solicitation Materials. As promptly as practicable after the execution of this Agreement, DA Calogic will promptly submit to its stockholders, information and documents relating to DACalogic, its business or operations, DelanoParent, its business or operations, the terms of the Merger and this Agreement as reasonably agreed by counsel to Delano Parent and DA Calogic and intended to comply in all material respects with Regulation D under the Securities Act and the material facts concerning all payments which in the absence of stockholder approval would be "Parachute Payments" as defined in Code Section 280G(b)(2), in form and substance satisfactory to Delano Parent and its counsel, to satisfy all requirements applicable to DA Calogic of applicable state and federal securities laws, the Kansas GCC CGCL and Code Section 280G(b)(5)(B) and the regulations thereunder. DA Calogic will promptly set a record date, give notice of a special meeting, solicit consents and/or give notices to holders of Dissenting Shares so as to facilitate the Closing of the Merger as of the earliest practicable date.