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, Alacrity will promptly submit to its shareholders, information and documents relating to Alacrity, its business or operations, TranSwitch, its business or operations, the terms of the Merger and this Agreement as reasonably agreed by counsel to TranSwitch and Alacrity 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 shareholder approval would be "Parachute Payments" as defined in Code Section 280G(b)(2), in form and substance satisfactory to TranSwitch and its counsel, to satisfy all requirements applicable to Alacrity of applicable state and federal securities laws, the California GCL and Code Section 280G(b)(5)(B) and the regulations thereunder. Alacrity 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, Alacrity Calogic will promptly submit to its shareholdersstockholders, information and documents relating to AlacrityCalogic, its business or operations, TranSwitchParent, its business or operations, the terms of the Merger and this Agreement as reasonably agreed by counsel to TranSwitch Parent and Alacrity 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 shareholder stockholder approval would be "Parachute Payments" as defined in Code Section 280G(b)(2), in form and substance satisfactory to TranSwitch Parent and its counsel, to satisfy all requirements applicable to Alacrity Calogic of applicable state and federal securities laws, the California GCL CGCL and Code Section 280G(b)(5)(B) and the regulations thereunder. Alacrity 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.