Common use of Preparation of the Information Statement Clause in Contracts

Preparation of the Information Statement. (a) As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC the Information Statement in preliminary form pursuant to Regulation 14C promulgated under the Exchange Act. Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Information Statement and to cause the Information Statement to be mailed to the Company's stockholders as promptly as practicable following the date hereof. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Information Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. 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 (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the consent of Parent, such consent not to be unreasonably withheld. (b) Immediately following the execution and delivery of this Agreement, this Agreement will be submitted to the record holders of the shares of Company Common Stock beneficially owned by the Principal Company Stockholders for adoption and approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal. (c) In addition to the actions specified in Sections 6.01(a) and (b), the Company, from time to time, shall promptly take, or shall cause its executive officers to promptly take, any action required under Section 228 of the DGCL necessary to give operative effect to the Principal Stockholder Consent.

Preparation of the Information Statement. (a) As If based on discussion with the SEC and/or Nasdaq, Purchaser reasonably concludes that the SEC or Nasdaq requires it to file an Information Statement prior to the Effective Time to complete the Merger (the “Prior Stockholder Approval Conclusion”), as promptly as reasonably practicable following after the date hereofPrior Stockholder Approval Conclusion, the Company (i) Target and Purchaser shall prepare jointly prepare, and Purchaser shall file with the SEC the Information Statement in preliminary form pursuant concerning Purchaser’s Written Consent and the Transactions to Regulation 14C promulgated under be sent to the Exchange ActPurchaser’s Stockholders. Each of the Company Purchaser and Parent Target each shall use commercially its reasonable best efforts to respond promptly to comments from the SEC. Purchaser shall cause the Information Statement be mailed to the Purchaser Stockholders as promptly as reasonably practicable after the SEC declares that it has no further comments to the Information Statement. The remainder of this subsection 6.6 as it applies to an Information Statement as well as the provisions in subsection 8.5 (Cooperation with Purchaser to Prepare the Information Statement), shall not be applicable if there is no Prior Stockholder Approval Conclusion. (b) Each of Purchaser or Target, as applicable, shall promptly notify the other of (i) the receipt of comments from the SEC or Nasdaq, (ii) any comments request by the SEC for any amendment or supplement to the Information Statement, or (iii) any need for additional information, and shall promptly provide the other with all other copies of any correspondence between it or any of its Affiliates and the SEC with respect to the Information Statement and advise the other on any oral comments with respect to cause the Information Statement received from the SEC. In each case, no response to any comments from the SEC, the staff of the SEC or Nasdaq relating to the Information Statement will be made by Target or Purchaser without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party and its outside counsel a reasonable opportunity to review and comment thereon (unless pursuant to a telephone call initiated by the SEC) , and each party shall consider in good faith all comments reasonably proposed by the other party. (c) Each of Target and Purchaser agrees, as to itself and its Subsidiaries, that the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Information Statement will not at any date that the Information Statement is mailed to the Company's stockholders as of Purchaser does 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing sentence, no Party (or any of its Affiliates) makes any representation or warranty with respect to statements made in any of the foregoing documents based on information supplied by another Party for inclusion therein. If at any time prior to the receipt of the Stockholder Approval, any information relating to Target or Purchaser, or any of their respective Affiliates, directors or officers, should be discovered by Target or Purchaser which is required to be set forth in an amendment or supplement to the Information Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, is not misleading, the party which discovers such information shall promptly as practicable following notify the date hereofother party and each of Purchaser and Target shall use its reasonable best efforts to cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of Purchaser. (d) Each of Purchaser and Target will provide the other and their respective legal counsel, a reasonable opportunity to review and comment on drafts of any documents related to Target Stockholders meeting or the issuance of the Purchaser Merger Securities in respect of the Merger, prior to filing such documents with the SEC. Each Party shall in the Information Statement and any other such documents, consider in good faith all comments reasonably and promptly proposed by the other Party or its legal counsel and each agrees that all information relating to Purchaser and its Subsidiaries included in the Information Statement and any other such filings shall be in form and content satisfactory to Purchaser, acting reasonably, and all information relating to Target and its Subsidiaries included in the Information Statement and any other such filings shall be in form and content satisfactory to Target, acting reasonably. Each of the Company Target and Parent Purchaser shall furnish all information concerning such person Person and its Affiliates to the other and provide such other assistance as may be reasonably requested in connection by such other party to be included therein and shall otherwise reasonably assist and cooperate with the preparation, filing and distribution other in the preparation of the Information Statement. The Company shall promptly notify Parent upon Statement and any other such filings and the receipt resolution of any comments received from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Information Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. 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 (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the consent of Parent, such consent not to be unreasonably withheldgoverning body. (b) Immediately following the execution and delivery of this Agreement, this Agreement will be submitted to the record holders of the shares of Company Common Stock beneficially owned by the Principal Company Stockholders for adoption and approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal. (c) In addition to the actions specified in Sections 6.01(a) and (b), the Company, from time to time, shall promptly take, or shall cause its executive officers to promptly take, any action required under Section 228 of the DGCL necessary to give operative effect to the Principal Stockholder Consent.

Preparation of the Information Statement. (ai) As promptly soon as practicable following after the date hereof (and in any event, within 10 Business Days hereof), the Company shall prepare and file shall cause to be filed with the SEC a written information statement of the Information Statement type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in preliminary form pursuant to Regulation Schedule 14C promulgated under the Exchange ActAct concerning the Stockholder Written Consent, the Merger and the other Transactions (together with any amendments thereof or supplements thereto, the “Information Statement”). Each of The Information Statement shall include the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC Recommendation with respect to the Information Statement Merger, the Fairness Opinion and to a copy of Section 262 of the DGCL, and will otherwise contain all information required by Delaware Law (including Section 262 of the DGCL). The Company will cause the Information Statement, at the date the Information Statement is filed with the SEC and at the time of the mailing of the Information Statement or any amendments or supplements thereto, to not contain any untrue statement of a material fact or omit to state any material fact required to be mailed stated therein or necessary in order to make the Company's stockholders as promptly as practicable following the date hereof. Each statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no agreement, representation or warranty is made by the Company and with respect to information supplied by Parent shall furnish all information concerning such person to the other as may be reasonably requested or Sub for inclusion or incorporation by reference in connection with the preparation, filing and distribution of the Information Statement. The Company shall cause the Information Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Information Statement Statement, and shall provide Parent and Sub with copies of all correspondence between it the Company and its Representatives, on the one hand, and the SEC and its staffor the staff of the SEC, on the other hand. Notwithstanding The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the foregoingSEC or the staff of the SEC with respect to the Information Statement, prior and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing or mailing of the Information Statement (or any amendment or supplement thereto) the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an and Sub a reasonable opportunity to review and comment to propose comments on such document or response, response (and shall give good faith consideration to the comments of Parent and Sub and their counsel). (ii) If the Stockholder Written Consent is not executed by the Company’s stockholders holding, in the aggregate, Company Common Stock representing at least 51% of the voting power of the outstanding shares of Company Common Stock and such Stockholder Written Consent shall include in such document or response all comments reasonably proposed by not have been duly delivered to Parent and the Company prior to 5:00 P.M., New York City time, on the date immediately following the date of this Agreement pursuant to Section 6.04(a) (iiia “Written Consent Failure”), Parent shall have the right to terminate this Agreement as set forth in Section 8.01(g). In the event that Parent does not terminate this Agreement pursuant to Section 8.01(g) within the time period provided therein, the Company shall not file or mail such document or respond discontinue activities with respect to the SEC prior to receiving Information Statement contemplated by subparagraph (i) and shall, as promptly as practicable after the consent expiration of Parent, such consent period and with the assistance and approval (not to be unreasonably withheld. , delayed or conditioned) of Parent, prepare and file with the SEC a proxy statement (b) Immediately following the execution and delivery of this Agreement, this Agreement will be submitted to the record holders of the shares of Company Common Stock beneficially owned by the Principal Company Stockholders for adoption and approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure as amended or communication to the Company or any other person of any Takeover Proposal. (c) In addition to the actions specified in Sections 6.01(a) and (b), the Company, supplemented from time to time, shall promptly takethe “Proxy Statement”) related to this Agreement and the Transactions, or shall cause its executive officers to promptly take, any action required under Section 228 be sent to the stockholders of the DGCL necessary to give operative effect Company relating to the Principal meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held for the purpose of obtaining the Company Stockholder ConsentApproval, shall take all lawful action to call, give notice of, convene and hold the Company Stockholders’ Meeting on a date as soon as reasonably practicable following the mailing of the definitive Proxy Statement for the purpose of obtaining the Company Stockholder Approval and shall take all lawful action to solicit the adoption of this Agreement by the Company’s stockholders in accordance with the DGCL (it being acknowledged that the disclosure of any Change of Recommendation effected by the Board of Directors pursuant to Section 6.03(e) shall not constitute a failure to comply with this sentence). Unless the Board of Directors of the Company has effected a Change of Recommendation effected by the Board of Directors of the Company pursuant to Section 6.03(e), the Recommendation of the Board of Directors shall be included in the Proxy Statement.

Preparation of the Information Statement. (a) As promptly as ---------------------------------------- practicable following after the date hereof, the Buyer will prepare an information statement (the "Information Statement") relating to the --------------------- offering and issuance of the Buyer Shares and the Special Company Meeting. The Company will assist and participate in the preparation of the Information Statement; provided, however, that the final -------- ------- determination of any issues related thereto shall prepare be made by the Buyer, in consultation with its counsel. The Information Statement shall include such disclosure materials as are necessary for the offer and file issuance of Buyer Shares in connection with the SEC Merger, and shall include information regarding the Information Statement in preliminary form pursuant to Regulation 14C promulgated under terms of the Exchange ActMerger and this Agreement. Each of the Buyer and the Company and Parent shall use commercially its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Information Statement and to cause the Information Statement to be mailed to the Company's stockholders as promptly as practicable following the date hereofcomply with applicable federal and state securities laws. Each of the Buyer and the Company and Parent shall furnish all information concerning such person agrees to provide promptly to the other as such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be reasonably requested required or appropriate for inclusion in connection the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the preparation, filing other's counsel and distribution auditors in preparation of the Information Statement. The Company will promptly advise the Buyer, and the Buyer will promptly advise the Company, in writing if at any time prior to the Effective Time either the Buyer or the Company shall promptly notify Parent upon the receipt obtain knowledge of any comments from facts that might make it necessary or appropriate to amend or supplement the SEC Information Statement in order to make the statements contained or its staff incorporated by reference therein not misleading or to comply with applicable law. Whenever any request from the SEC event occurs which is required to be set forth in an amendment or its staff for amendments or supplements supplement to the Information Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. 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 theretoStatement, the Company (i) shall provide Parent an opportunity to review or the Buyer, as the case may be, will promptly inform the others of such occurrence and comment on such document or response, (ii) shall include cooperate in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond mailing to the SEC prior to receiving the consent Company's shareholders of Parentrecord, such consent not to be unreasonably withheldamendment or supplement. (b) Immediately following the execution and delivery of this Agreement, this Agreement will be submitted to the record holders of the shares of Company Common Stock beneficially owned by the Principal Company Stockholders for adoption and approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal. (c) In addition to the actions specified in Sections 6.01(a) and (b), the Company, from time to time, shall promptly take, or shall cause its executive officers to promptly take, any action required under Section 228 of the DGCL necessary to give operative effect to the Principal Stockholder Consent.

Preparation of the Information Statement. (a) As promptly as practicable Within 7 days following the date hereofexecution of this Agreement, the Company Ocean shall prepare and file with the SEC the an Information Statement in preliminary form pursuant to meeting the requirements of Regulation 14C promulgated 14c and Rule 14c-101 under the Exchange Act. Each Act relating to (i) the adoption of this Agreement and the approval of the Company Exchange and Parent the other transactions contemplated hereby; (ii) approval of the change of Ocean’s name to Info By Phone, Inc. (a) Ocean shall use commercially reasonable its best efforts to respond as promptly as practicable to any all SEC comments of the SEC with respect to the Information Statement and to cause the Information Statement to be mailed to Ocean’s stockholders at the Company's stockholders as promptly as earliest practicable following the date hereofdate. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement. The Company Ocean shall promptly notify Parent upon Company of the receipt of any SEC comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Information Statement and shall promptly provide Parent the Company with copies of all correspondence between it and its Representativesrepresentatives, on the one hand, and the SEC and its staff, on the other hand. . (b) 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 Ocean (i) shall provide Parent an the Company with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent Company, and (iii) shall not file or mail such document or respond to the SEC prior to receiving the consent approval of ParentCompany, such consent not to be unreasonably withheld. (b) Immediately following the execution and delivery of this Agreement, this Agreement will be submitted to the record holders of the shares of Company Common Stock beneficially owned by the Principal Company Stockholders for adoption and approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.01 which approval shall not be affected by the commencement, public proposal, public disclosure unreasonably withheld or communication to the Company or any other person of any Takeover Proposaldelayed. (c) In addition Ocean shall ensure that the Information Statement does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statement made, under the circumstances under which it is made, not misleading. If at any time prior to the actions specified Closing any event or information should be discovered by the Company that should be set forth in Sections 6.01(a) and (b)an amendment or a supplement to the Information Statement, the Company, from time to time, Company shall promptly take, or inform Ocean of such discovery. (d) Ocean shall cause use its executive officers reasonable best efforts to promptly take, any action required under Section 228 obtain the requisite approval of the DGCL necessary stockholders of Ocean, which approval shall be in accordance with the applicable requirements of the NGCL and the Organizational Documents of the Ocean, to give operative effect enable the Exchange and the other transactions contemplated hereby to be effective on the Closing Date (determined without regard to the Principal Stockholder Consentcondition to closing in the first sentence of Section 9.8) by obtaining the written consent of a majority of the stockholders of Ocean West Common Stock as promptly as practicable after the date hereof, but in no event later than the Closing Date.