Proxy or Information Statement. Within a reasonable time prior to the filing with the SEC of the Company’s proxy statement or information statement with respect to any Election Meeting, the Company shall, to the extent the Stockholder is then entitled to representation on the Board in accordance with this Agreement, provide the Stockholder with the opportunity to review and comment on the information contained in such proxy or information statement applicable to such Investor Nominees and shall take into account all reasonable comments from the Stockholder.
Proxy or Information Statement. If the DGCL shall require a Stockholders' Meeting to be convened in connection with the Merger, the proxy statement to be provided to stockholders of the Company in connection with the Stockholders' Meeting (together with the amendments thereof and supplements thereto, the "Proxy Statement") and all amendments thereof and supplements thereto shall, and if the DGCL shall not require a Stockholders' Meeting to be convened in connection with the Merger, the information statement to be provided to stockholders of the Company in connection with the Merger (together with the amendments thereof and supplements thereto, the "Information Statement") shall, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and shall not, at the time of (i) first mailing thereof or (ii) in the case of the Proxy Statement, the Stockholders' Meeting to be held in connection with the Merger, 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, except that (x) no representation is made by the Company with respect to information supplied in writing by Parent or any affiliates or representatives of Parent or Purchaser for inclusion in the Proxy Statement or Information Statement, as the case may be, and (y) no representation is made with respect to a Proxy Statement or Information Statement, as the case may be, prepared by the Company and provided to the Company's stockholders at any time following the Cut-Off Date.
Proxy or Information Statement. The Company Proxy Statement or the Information Statement, as applicable, will, if and when filed with the SEC and at the time it is mailed to the Company Stockholders comply as to form in all material respects with the applicable requirements of the Exchange Act. None of the information provided by the Company to be included in the Company Proxy Statement, the CF Corp Proxy Statement or the Information Statement, as applicable, at the date it is first mailed to the Company Stockholders or the CF Corp Shareholders, and at the time of the Company Stockholders Meeting and/or the CF Corp Shareholders Meeting, as applicable, will 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. If at any time prior to the Effective Time any event with respect to the Company or any of its Subsidiaries shall occur which is required to be described in the Company Proxy Statement, the CF Corp Proxy Statement or the Information Statement, as applicable, such event shall be so described, and an amendment or supplement shall be filed with the SEC and, if required by Law, disseminated to the Company Stockholders and the CF Corp Shareholders. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by CF Corp, Parent or Merger Sub that is contained or incorporated by reference in any of the foregoing documents.
Proxy or Information Statement. The CF Corp Proxy Statement will, when filed with the SEC and at the time it is mailed to the CF Corp Shareholders comply as to form in all material respects with the applicable requirements of the Exchange Act. None of the information provided by CF Corp to be included in the Company Proxy Statement, the CF Corp Proxy Statement or the Information Statement, as applicable, at the date it is first mailed to the CF Corp Shareholders or the Company Stockholders, and at the time of the CF Corp Shareholders Meeting or the Company Stockholders Meeting, as applicable, will 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. If at any time prior to the Effective Time any event with respect to CF Corp shall occur which is required to be described in the Company Proxy Statement, the CF Corp Proxy Statement or the Information Statement, as applicable, such event shall be so described, and an amendment or supplement shall be filed with the SEC and, if required by Law, disseminated to the CF Corp Shareholders and Company Stockholders. Notwithstanding the foregoing, CF Corp makes no representation or warranty with respect to any information supplied by the Company that is contained in any of the foregoing documents.
Proxy or Information Statement. Within a reasonable time prior to the filing with the SEC of its proxy statement or information statement with respect to each Election Meeting, the Issuer shall, to the extent the Investor is entitled to representation on the Issuer Board in accordance with this Agreement, provide the Investor with the opportunity to review and comment on the information contained in such proxy or information statement applicable to the Investor Directors or Investor nominees.
Proxy or Information Statement. As of the date of the mailing of the Proxy Materials and as of the date of the VISV stockholders meeting to be held pursuant to Article 8.01, the information provided and to provided by VISV to WIDEBAND for use in VISV's Information Statement and in any other proxy soliciting material to be used by WIDEBAND or VISV in connection with the merger, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein in light of the circumstances under which they were made, not misleading.
Proxy or Information Statement. (a) As promptly as practicable after the date hereof, the Company shall (i) (x) duly call a special meeting of the holders of the Company's Common Stock (the "COMPANY STOCKHOLDERS' MEETING") to be held to consider approval of the issuance of the shares of Common Stock issuable upon conversion of the Notes, and (y) prepare and file with the Commission a proxy statement (the "PROXY STATEMENT") relating to the Company Stockholders' Meeting and the approval of the shares of Common Stock issuable upon conversion of the Notes, or (ii) prepare and file with the Commission an Information Statement meeting the requirements of Schedule 14C under the Exchange Act (the "INFORMATION STATEMENT") regarding, and containing the requisite information describing, the Stockholders' Consent and the approval for the shares of Common Stock issuable upon conversion of the Notes and other convertible securities issued by the Company on the date hereof and containing all other applicable information required under Regulation 14C and Schedule 14C under the Exchange Act; PROVIDED, that it is understood and agreed, that, so long as it is permissible under the rules and regulations of The Nasdaq Stock Market, Inc. to obtain the approval for the shares of Common Stock issuable upon conversion of the Notes and such other convertible securities by written consent and not at a meeting of stockholders, the Company shall be obligated to comply with the provisions of clause (ii) hereof and the other provisions in this Section 8.1 relating to the Information Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement or the Information Statement, as the case may be, to become cleared as promptly as practicable by the Commission. The Company shall use its best efforts to file the Proxy Statement or the Information Statement, as the case may be, no later than October 5, 2001, and, to the extent applicable, to hold the Company Stockholders' Meeting, or to cause the corporate action to be taken under the Stockholders' Consent to be effective by, no later than November 15, 2001. Each Purchaser or the Company, as the case may be, shall furnish all information concerning such Purchaser or the Company as the other parties may reasonably request in connection with such actions and the preparation of the Proxy Statement or the Information Statement, as the case may be. As promptly as practicable (but, in any event, within two (2) Business Days) after the Proxy Statement or ...
Proxy or Information Statement. As of the date of the mailing of the Proxy Materials and as of the date of the OFSM stockholders meeting to be held pursuant to Article 8.01, the information provided and to provided by OFSM to IBL for use in OFSM's Information Statement and in any other proxy soliciting material to be used by IBL or OFSM in connection with the merger, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein in light of the circumstances under which they were made, not misleading.
Proxy or Information Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, the Company shall prepare and file with the SEC a proxy statement or information statement, as applicable, relating to the meeting of the shareholders of the Company or the Company Written Consents, as applicable, with respect to this Agreement and the transactions contemplated hereby (together with any amendments thereof or supplements thereto, the "Proxy Statement"). The Company shall prepare and file with the SEC any other filings required to be made by the Company ("Other Filings"), as the case may be, as and when required or requested by the SEC. The Company will use all reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement and any Other Filings as promptly as practicable. Each of Parent and Newco shall furnish all information concerning it as the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement and any Other Filings. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy or information statement materials with the SEC and cause the Proxy Statement to be mailed to its shareholders. Prior to filing the preliminary proxy or information statement materials, definitive proxy or information statement materials or any other filing with the SEC or any other Governmental Authority, the Company shall provide Parent and Newco with reasonable opportunity to review and comment on each such filing in advance. The Company will advise Parent and Newco promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information.
Proxy or Information Statement. Omitted.
