Schedule 14C Clause Samples

Schedule 14C. Central Wireless shall have filed a Schedule 14C with the SEC and shall have mailed the same to each of the shareholders of Central Wireless not less than twenty (20) days prior to the Closing, which such Schedule 14C shall set forth the intent of the requisite number of shareholders, in accordance with applicable law, to approve (a) this Agreement and the transactions contemplated hereby in accordance with Section 1.5 herein, (b) the Share Increase in accordance with Section 1.6 herein and (c) the Reverse Split in accordance with Section 1.6 herein.

Schedule 14C. Upon Execution of this Agreement, Nannaco shall prepare and file with the SEC a Schedule 14C to disclose to shareholder approval of the following: (1) Nannaco's authority to enter into, consummate, and take all action necessary and proper to effect this Agreement, and (2) A reverse split of the issued and outstanding Nannaco common stock on a one thousand to one (1,000:1) basis, or as otherwise determined by the parties, while leaving the number of common stock that Nannaco is authorized to issue at 500,000,000 shares.

Schedule 14C. (a) Parent shall use all commercially reasonable efforts to file with the SEC a preliminary Schedule 14C relating to the issuance of the Preferred Shares as promptly as practicable following receipt of the Seller Financial Statements and mail to Parent’s stockholders a definitive Schedule 14C relating to the issuance of the Preferred Shares as permissible under the rules and regulations of the SEC and the guidance of the staff of the SEC. Notwithstanding anything to the contrary herein, if Buyer’s inability to prepare or file the Schedule 14C or receive SEC approval of the Schedule 14C is attributable to Seller’s failure to deliver information in accordance with Sections 5.8(b) and 5.9(b), then, for all purposes under this Agreement, Buyer shall not be deemed in breach of the covenant in this Section 5.9(a). (b) From the Execution Date until the date on which the Preferred Shares become convertible pursuant to the terms of the Certificate of Designations, Seller shall, and shall use commercially reasonable efforts to cause its Affiliates, subsidiaries, auditors, engineers, representatives and advisors to, provide such cooperation and information as may be reasonably requested by Buyer in connection with the preparation, filing and SEC review of the Schedule 14C.

Schedule 14C. The Company hereby agrees (1) to file with the Commission within two (2) Business Days of the date hereof an Information Statement pursuant to Section 14C of the Exchange Act, and Rule 14c and Schedule 14C thereunder (the "Information Statement"), disclosing the receipt of the Requisite Approval, such Information Statement in form and substance reasonably acceptable to the Agent, and (2) to mail the Information Statement promptly (a) on the tenth day after the initial filing of the Information Statement with the Commission (such ten-day period, the "Review Period") if no comments are received from the Commission or (b) following resolution of any comments received from the Commission if such comments were received during the Review Period.

Schedule 14C. Upon Execution of this Agreement, Reality shall prepare and file with the SEC a Schedule 14C to disclose to shareholder approval of the following: (1) Reality 's authority to enter into, consummate, and take all action necessary and proper to effect this Agreement; (2) A reverse split of the issued and outstanding Reality common stock (the Reverse Split") such that the pre-Merger Reality shareholders shall retain a post Merger, post Reverse Split ownership interest of not less than two percent (2%) of the merged entity immediately following the time at which the Reverse Split becomes effective.

Schedule 14C. The SEC shall have completed its review of the preliminary Stockholder Notice on Schedule 14C and the waiting period required by Regulation 14C of the Exchange Act after mailing the Stockholder Notice to the stockholders of the Company shall have expired.

Schedule 14C. Shareholder Approval. The Company ---------------------------------- shall upon receiving Shareholder Approval use its best efforts to prepare and file as promptly as practicable with the SEC a Schedule 14C Information Statement (with respect to Rule 4460(i) of the NASDAQ Stock Market, Inc.'s Marketplace Rules) required under the Exchange Act and take all actions necessary to have such Schedule 14C Information Statement become effective as promptly as practicable (but in no event later than February 28, 2000).

Schedule 14C. Reclassification. Within 14 ------------------------------ calendar days of the date hereof, the Company shall as promptly as practicable prepare and file with the SEC a Schedule 14C Information Statement (with respect to the reclassification of the Convertible Preferred into the Series A Convertible Preferred) required under the Securities Exchange Act of 1934 and take all actions necessary to have such Schedule 14C Information Statement become effective as promptly as practicable and immediately upon such effectiveness the Company shall file a Plan of Reclassification and amendment to its Designation of Preferred Stock redesignating the Convertible Preferred into Series A Preferred Stock (but in no event later than 45 calendar days after the date hereof).

Schedule 14C. The Schedule 14C shall have been distributed by ESP not less than 20 days prior to the Closing Date to all the holders of shares of ESP Common Stock as of the date of distribution which will be no later than one day prior to the Closing Date in accordance with the Securities Act and Exchange Act and the rules and regulations thereunder promulgated by the SEC.