Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii): (i) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly as practicable after the date of this Agreement and in any event within 20 Business Days of the date of this Agreement, the Information Statement. (ii) The Company and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement. (iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated to the stockholders of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed to holders of Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Information Statement is filed with the SEC if the SEC has not informed the Company that it will review the Information Statement and (y) confirmation by the SEC that the SEC has no further comments on the Information Statement. (iv) If at any time prior to the Closing any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a Party, which information should be set forth in an amendment or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become necessary in order to make the statements in the Information Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Information Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders, in each case as and to the extent required by Applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Paychex Inc), Agreement and Plan of Merger (Paycor Hcm, Inc.)
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, prepare and file with the SEC, as As promptly as practicable after the date of this Agreement and in any event within 20 Business Days of the date of this Agreement, the Information Statement.
(ii) The Company and Parent shall cooperate with one another (A) in connection with send to the preparation of Company’s stockholders the Information Statement, describing the Merger and the transactions contemplated hereby, soliciting the Requisite Stockholder Approval, and providing notice of appraisal rights as required by Section 262 of the DGCL. The Company, through the Company Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby and (Bii) include such recommendation in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated to the stockholders of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed to holders of Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Information Statement is filed with the SEC if the SEC has not informed the Company that it will review the Information Statement and (yiii) confirmation publicly reaffirm such recommendation within 5 days after a reasonable request to do so by Parent or Merger Sub. Without limiting the generality of the foregoing, the Company agrees that its obligations to distribute the Information Statement to its stockholders and to solicit for the Requisite Stockholder Approval shall not be affected by the SEC that commencement, public proposal, public disclosure or communication to the SEC has no further comments on Company or any other Person of any Acquisition Proposal. The Company agrees that, prior to the Information Statement.
(iv) If termination of this Agreement, it shall not submit to the vote of its stockholders any Acquisition Proposal or propose to do so. If, at any time prior to obtaining the Closing Requisite Stockholder Approval, any information relating to the Company or ParentMerger, the Company, Parent or any of their respective Affiliates, directors or officers should be discovered by a Party, which information the Company or Parent that should be set forth in an amendment or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent so that such information shall have become false document would not contain any misstatement of a material fact or misleading in omit to state any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become fact necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were made, not misleading. The , the party that discovers such information shall promptly notify the other parties hereto and the Company further agrees to cause the Information Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholdersshall, in each case as and to the extent required by Applicable applicable Law, disseminate an appropriate amendment or supplement describing such information to the stockholders of the Company. Notwithstanding the foregoing, prior to mailing the Information Statement (or any amendment or supplement thereto), the Company shall give Parent and its counsel a reasonable opportunity to review and comment on such document and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel.
Appears in 2 contracts
Sources: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.)
Information Statement. In As promptly as possible, but in any event no later than September 14, 2022, the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, prepare and shall file with the SEC, as promptly as practicable after the date of this Agreement and Commission a preliminary information statement in any event within 20 Business Days accordance with Regulation 14C promulgated under of the date of this AgreementExchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Information Statement.
(ii) The Company and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent provide Buyer and its counsel shall be given a reasonable opportunity to review and comment on the preliminary Information Statement (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated to the stockholders of the Company, and the Company shall give reasonable and consider in good faith consideration to for inclusion in the preliminary Information Statement any comments made by Parent and Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly provide Parent and its counsel with (A) as practicable to any comments or other communications, whether written or oral, between of the Company or its counsel and the SEC or its staff Commission with respect to the preliminary Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement in definitive form to be mailed to the holders of Company Stock the Company’s voting securities entitled to receive the same as of the date the Written Consent is effective promptly as reasonably practicable after (but in any event no more than five (5) Business Days) after the later of (xi) the tenth (10th) calendar day after the initial filing of the preliminary Information Statement is filed with the SEC Commission if by such date the SEC Commission has not informed the Company that it will intends to review the Information Statement and or (yii) confirmation if the Commission has, by the SEC tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the SEC Information Statement, within one (1) Business Day after the date on which the Commission confirms that it has no further comments on the Information Statement.
. The Company shall notify the Buyer promptly of (ivand in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall mail to the holders of the Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and its counsel a reasonable opportunity to review and comment on any such amendments or supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any reasonable comments made by the Buyer or its counsel that are provided in a timely manner. If at any time prior to the Closing Specified Date any information relating to the Company or Parentevent shall occur, or any of their respective Affiliatesfact or information shall be discovered, should be discovered by a Party, which information that should be set forth in an amendment or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent so that such information shall have become false document would not include any misstatement of a material fact or misleading in omit to state any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become fact necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were are made, not misleading. The , the Company further agrees to cause the Information Statement as so corrected or supplemented promptly to be filed shall prepare and file with the SEC and to be disseminated to its stockholdersCommission such amendment or supplement, in each case consultation with and subject to review by the Buyer and its counsel as and promptly as practicable and, to the extent required by Applicable Lawlaw, cause such amendment or supplement to be disseminated to the holders of the Company’s voting securities entitled thereto.
Appears in 2 contracts
Sources: Securities Purchase Agreement (EVO Transportation & Energy Services, Inc.), Securities Purchase Agreement (Antara Capital LP)
Information Statement. In No later than the event date that is ten (10) business days after the Written Consent is delivered to Parent Closing Date, the Company shall file with the SEC a preliminary information statement on Schedule 14C (the “Information Statement”), prepared by the Written Consent Delivery Time or is delivered Company as contemplated by Rule 14c2 promulgated under the Exchange Act, relating to Parent after the Written Consent Delivery Time conversion of the Preferred Stock and Parent has not yet terminated this Agreement pursuant the issuance of Class A Common Stock upon such conversion. Prior to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, prepare and file filing with the SEC, as promptly as practicable after the date of this Agreement and in any event within 20 Business Days Company shall provide each of the date of this Agreement, the Information Statement.
(ii) The Company Purchasers and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its their respective counsel shall be given a reasonable opportunity to review and comment on the Information Statement (including any amendments or any amendment or supplement supplements thereto) each time before it is filed with the SEC or disseminated to the stockholders of the Company, and the Company shall give reasonable and consider in good faith consideration to for inclusion in the Information Statement (including any amendments or supplements thereto) any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company a Purchaser or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) that are provided in a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statementtimely manner. The Company shall use its reasonable best efforts to resolve all respond as promptly as practicable to any comments of the SEC comments with respect to the Information Statement and to cause the Information Statement in definitive form to be filed with the SEC and mailed to the holders of shares of the Common Stock entitled thereto as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed to holders of Company Stock as of the date the Written Consent is effective promptly (but and in any event no more than five within two (52) Business Daysbusiness days) after the later of (x1) the tenth calendar day after the initial filing of the preliminary Information Statement is filed with the SEC if by such date the SEC has not informed the Company that it will intends to review the Information Statement and or (y2) confirmation if the SEC has, by the SEC tenth calendar day after the filing of the initial preliminary Information Statement with the SEC, informed the Company that it intends to review the Information Statement, two (2) business days after the date on which the SEC confirms that it has no further comments on the Information Statement.
. The Company shall notify each Purchaser promptly of (ivand in any event no more than one business day after) the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and the Company and the Purchasers shall file with the SEC or its staff, and if required, the Company shall mail to the holders of shares of the Common Stock entitled thereto, as promptly as reasonably practicable, such amendment or supplement. If at any time prior to the Closing any information relating twentieth (20th) day after the mailing to stockholders of the Company or Parentany event shall occur, or any of their respective Affiliatesfact or information shall be discovered, should be discovered by a Party, which information that should be set forth in an amendment or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent so that such information shall have become false document would not include any misstatement of a material fact or misleading in omit to state any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become fact necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were are made, not misleading. The , the party that discovers such information shall as promptly as practicable notify the other parties hereto and the Company further agrees to cause the Information Statement as so corrected or supplemented promptly to be filed shall prepare and file with the SEC and to be disseminated to its stockholderssuch amendment or supplement, in consultation with and subject to reasonable review by each case of the Purchasers, as and promptly as practicable and, to the extent required by Applicable Law, cause such amendment or supplement to be disseminated to the holders of shares of the Common Stock entitled thereto. The Company shall cause the preliminary Information Statement and the definitive Information Statement to comply as to form in all material respects with the applicable requirements of federal securities laws and with the published rules and regulations of the SEC with respect thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Earthstone Energy Inc)
Information Statement. In (a) Each document required to be filed by Seller or the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, prepare and file with SEC or required to be distributed or otherwise disseminated to the SEC, as promptly as practicable after the date of this Agreement and in any event within 20 Business Days of the date of this Agreement, the Information Statement.
(ii) The Company and Parent shall cooperate with one another (A) Seller’s stockholders in connection with the preparation transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14C information statement of Seller (the “Information Statement”), to be filed with the SEC in connection with the Acquisition, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.24(a) shall not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to Seller or the Company by Buyer specifically for use therein.
(b) The Information Statement, and (B) in taking as supplemented or amended, if applicable, at the time such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before it thereto is filed with the SEC or disseminated first mailed to the stockholders of the Company, and (ii) the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with Disclosure Documents, if any, (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in than the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to ), at the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed to holders of Company Stock as time of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later filing of (x) the tenth day after the Information Statement is filed with the SEC if the SEC has not informed the such Company that it will review the Information Statement and (y) confirmation by the SEC that the SEC has no further comments on the Information Statement.
(iv) If at any time prior to the Closing any information relating to the Company or Parent, Disclosure Document or any supplement or amendment thereto and at the time of their respective Affiliatesany distribution or dissemination thereof, should be discovered by will not contain any untrue statement of a Party, which information should be set forth in an amendment material fact or supplement omit to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in state any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become fact necessary in order to make the statements made therein, in the Information Statementlight of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.24(b) shall not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to Seller or the Company by Buyer specifically for use therein.
(c) None of the information with respect to Seller, the Company or any of Seller’s affiliates that Seller or the Company furnishes to Buyer for use in any filings required to be made by Buyer with the SEC in connection with the Acquisition or the transactions contemplated by this Agreement, if any, at the time of such filings, and at the time of Closing, will contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Information Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders, in each case as and to the extent required by Applicable Law.
Appears in 1 contract
Sources: LLC Membership Interest Purchase Agreement (Vie Financial Group Inc)
Information Statement. In (a) The Purchaser previously prepared and filed with the event SEC a definitive written information statement of the Written Consent is delivered to Parent type contemplated by Rule 14c-2 of the Exchange Act on November 7, 2022, containing the information specified in Schedule 14C under the Exchange Act concerning the Requisite Purchaser Consent, the Merger and the transactions contemplated by the Written Consent Delivery Time Original Agreement (the “Information Statement”). No filing of any amendment or is delivered supplement to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly as practicable after the date of this Agreement and in any event within 20 Business Days of the date of this Agreement, the Information Statement.
(ii) The Statement will be made by the Purchaser without first providing the Company and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on thereon, and the Purchaser shall include all reasonable additions, deletions and changes suggested by the Company in connection therewith. The Purchaser shall as promptly as reasonably practicable notify the Company of the receipt of any comments from the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated to the stockholders thereto and of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company or its counsel and requests the SEC or its staff for any amendment or supplement thereto or for additional information and shall provide to the Company, as promptly as reasonably practicable, copies of all written correspondence between the Purchaser or any of its Representatives and the SEC with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to If any comments are received from the Company staff of the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement (or any amendment or supplement thereto), the Purchaser shall respond as promptly as reasonably practicable after receipt thereofto such comments. The Each of the Purchaser and the Company shall furnish all information concerning such Person to the other as may be required to be included in the preparation, filing and distribution of any amendment or supplement to the Information Statement or as may be reasonably required to respond to any comment of the SEC.
(b) Each of the Purchaser and the Company shall use its respective reasonable best efforts to cause any amendment or supplement to the Information Statement to be mailed to holders of Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5i) Business Days) after the later of (x) the tenth day after the Information Statement is filed with the SEC if in definitive form as contemplated by Rule 14c-2 under the SEC has not informed the Company that it will review the Information Statement Exchange Act and (yii) mailed to the stockholders of the Purchaser, in each case, as promptly as reasonably practicable after, and in any event within two (2) days after, the latest of (A) confirmation by from the SEC that the SEC it has no further comments on the Information Statement.
(iv) If at any time prior to the Closing any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a Party, which information should be set forth in an such amendment or supplement to the Information Statement, (B) confirmation from the Party SEC that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, supplement to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and is otherwise not to be reviewed or (C) expiration of the extent that such information shall have become false or misleading in any material respect and (B) supplement the information provided by it specifically for use 10-day period after filing in the Information Statement event the SEC does not review such amendment or supplement to include any information that shall become necessary in order to make the statements in the Information Statement, in light . Without limiting the generality of the circumstances under which they were madeforegoing, the Purchaser agrees that its obligations pursuant to this Section 6.13(b) shall not misleading. The Company further agrees to cause be affected by the Information Statement as so corrected commencement, public proposal, public disclosure or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders, in each case as and communication to the extent required by Applicable LawPurchaser or any other Person of any Acquisition Proposal.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Creek Road Miners, Inc.)
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly As soon as practicable after the date of this Agreement, ABI and the Company shall use reasonable best efforts to prepare, and the Company shall furnish to its stockholders, an information statement (the "Information Statement") soliciting a vote, whether at a meeting of stockholders of the Company or by written consent, to ratify, approve and adopt the Merger Agreement and in any event within 20 Business Days of the date of Merger and the other transactions contemplated by this Agreement, the Information Statement.
(ii) . The Company and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement shall include a Notice of Merger and Appraisal Rights (or any amendment or supplement theretothe "Appraisal Rights Notice") each time before it is filed with the SEC or disseminated to for the stockholders of the Company, which Appraisal Rights Notice shall comply in all respects with the requirements of the DGCL. In addition, the Information Statement shall constitute a disclosure document for the offer and issuance of the shares of ABI Preferred Stock that may be received by the Stockholders in the Merger. ABI and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall each use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed comply with applicable federal and state securities laws requirements. Each of ABI and the Company hereby (i) consents to the use of its name and, on behalf of its Subsidiaries and Affiliates, the names of such Subsidiaries and Affiliates and to the inclusion of financial statements and business information relating to such party and its Subsidiaries and Affiliates (in each case, to the extent required by applicable securities laws) in the Information Statement, or in any amendments or supplements thereto, (ii) agrees to provide promptly to the other party such information concerning it and its respective Affiliates, directors, officers and security holders of Company Stock as as, in the reasonable judgment of the date other party or its counsel, may be required or appropriate for inclusion in the Written Consent is effective promptly (but Information Statement, or in any event no more than five amendments or supplements thereto, and (5iii) Business Days) after the later of (x) the tenth day after the Information Statement is filed agrees to cause its counsel and auditors to cooperate with the SEC if other party's counsel and auditors in the SEC has not informed the Company that it will review preparation of the Information Statement and (y) confirmation by the SEC that the SEC has no further comments on the Information Statement.
(iv) any amendments or supplements thereto. If at any time prior to the Closing any information event relating to the Company or ParentABI occurs, or if the Company or ABI becomes aware of any of their respective Affiliatesinformation, in either case that should be discovered by a Party, which information should be set forth disclosed in an amendment or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party then ABI and the Company shall promptly prepare such amendment or supplement and the Company shall promptly distribute the same to its stockholders. Subject to Section 8.5 hereof, the Information Statement shall contain the recommendation of the Board of Directors of Company that the stockholders of the Company approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, and the conclusion of the Board of Directors of the Company that the terms and conditions of this Agreement and the Merger are fair and reasonable and in the best interests of Company and its stockholders. The Company shall assist ABI in obtaining such information as ABI reasonably requires to allow ABI to determine the number and nature of the stockholders of the Company in their capacity as purchasers (as such term is used under Rule 506 of Regulation D promulgated under the Securities Act ("Regulation D")). In connection with the assistance distribution of Parent) and mail to its stockholders such an amendment or supplement, in each case, the Information Statement to the extent required by Applicable Law. Each stockholders of the Company, Parent the Company shall use reasonable best efforts to cause each of its stockholders to complete and ▇▇▇▇▇▇ Sub return an accredited investor questionnaire. To the extent that ABI reasonably determines that a stockholder of the Company is not an "accredited investor" (as defined in Rule 501(a) of Regulation D) and does not meet the financial knowledge and experience requirements of Rule 506 of Regulation D, the Company agrees that it shall use its reasonable best efforts to promptly cause such stockholder to use a "purchaser representative" (Aas defined in Rule 501(h) correct any information provided by it specifically for use of Regulation D) to assist such stockholder in evaluating the Information Statement if and to the extent that such information shall have become false or misleading in any material respect investment decisions represented by this Agreement, the Series C Investment Documents, the Merger and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become necessary in order to make the statements in the Information Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Information Statement as so corrected or supplemented promptly to be filed with the SEC transactions contemplated hereby and to be disseminated to its stockholders, in each case as and to the extent required by Applicable Lawthereby.
Appears in 1 contract
Sources: Merger Agreement (Activbiotics Inc)
Information Statement. In (a) As promptly as reasonably practicable following the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent execution of this Agreement and after the Written delivery of the Acquiror Stockholder Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(but in any event within the later of (i) The Company shall45 days after the date of delivery of the Acquiror Stockholder Consent or (ii) 10 Business Days after the delivery of the Carve Out Financial Statements), with the assistance of Parent, Acquiror shall prepare and file or caused to be promptly filed with the SEC in preliminary form an information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C under the Exchange Act concerning the Acquiror Stockholder Consent, the Merger and the other transactions contemplated hereby (together with any amendments or supplements thereto, the “Information Statement”). Acquiror shall promptly notify Company Parent upon the receipt of any comments (whether written or oral) from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Information Statement, and shall provide Company Parent with copies of all written correspondence between Acquiror and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. Acquiror shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC (or the staff of the SEC) with respect to the Information Statement and to resolve such comments with the SEC. Acquiror shall use its reasonable best efforts so that the Information Statement will comply as to form in all material respects with the provisions of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder. Prior to the filing of the Information Statement (or any draft thereof or amendment or supplement thereto), any dissemination of the Information Statement to the stockholders of Acquiror, submission of any other filing made with or written materials to the SEC with respect to the Information Statement, or responding to any comments of the SEC (or the staff of the SEC) or requests for additional information from the SEC with respect to the Information Statement, Acquiror shall provide Company Parent a reasonable opportunity to review and to propose comments on such document or response (including the proposed final version of such document or response), which comments shall be provided promptly and be reasonably considered by Acquiror in good faith. Neither Acquiror nor its Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, as promptly as practicable after the date of this Agreement and in or any event within 20 Business Days member of the date staff thereof, in respect of the Information Statement unless, to the extent reasonably practicable and legally permissible, it consults with the Company in advance and, to the extent permitted by the SEC, allows the Company to participate; provided that Acquiror and its Representatives may take telephone calls initiated by the SEC, or any member of the staff thereof, without abiding by the obligations set forth in this Agreementsentence so long as neither ▇▇▇▇▇▇▇▇ nor any of its Representatives agrees to take any action with respect to the Information Statement during such telephone calls. Without limitation to Section 5.7, the Company shall use commercially reasonable efforts to furnish all information concerning itself, its Affiliates and the holders of its capital stock to Acquiror as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement.
(iib) The Company and Parent Acquiror shall cooperate with one another (A) in connection use its reasonable best efforts to cause the Information Statement to be filed with the preparation SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act as promptly as practicable (and in any event within ten Business Days) following the date on which the SEC (or the staff of the SEC) has, orally or in writing, confirmed that it has no further comments on the Information Statement or does not intend to review the Information Statement, and (B) in taking such actions which confirmations shall be deemed to occur if the SEC has not affirmatively notified Acquiror prior to the tenth calendar day after making the initial filing of the preliminary Information Statement that the SEC will or making any such filings, furnishing information required in connection therewith or with will not be reviewing the Information Statement.
(iiic) Parent and its counsel shall None of the information supplied or to be given a reasonable opportunity to review and comment supplied by or on behalf of the Company, Company Parent, Acquiror or Sub expressly for inclusion or incorporation by reference into the Information Statement will, at the date such documents (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated are first mailed to the stockholders Acquiror stockholders, contain any untrue statement of the Company, and the Company shall give reasonable and good faith consideration a material fact or omit to state any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it material fact required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed to holders of Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Information Statement is filed with the SEC if the SEC has not informed the Company that it will review the Information Statement and (y) confirmation by the SEC that the SEC has no further comments on the Information Statement.
(iv) If at any time prior to the Closing any information relating to the Company stated therein or Parent, or any of their respective Affiliates, should be discovered by a Party, which information should be set forth in an amendment or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were are made, not misleading. The ; provided, however, that no representation, warranty, covenant or agreement is made (i) by the Company, Company further agrees Parent, Acquiror or Sub, as applicable, with respect to cause the accuracy of any financial projections or forward-looking statements or (ii) by Acquiror, with respect to statements made or incorporated by reference in the Information Statement as based on information derived from the Company Parent’s public SEC filings or supplied by the Company, Company Parent or any of their respective Representatives expressly for inclusion or incorporation by reference into the Information Statement.
(d) If at any time prior to the Effective Time any event, circumstance or information relating to the Company, Company Parent, Acquiror or Sub or their respective Affiliates, officers or directors, is discovered by the Company, Company Parent, Acquiror or Sub, respectively, which, pursuant to the Exchange Act or the Securities Act, should be set forth in an amendment or a supplement to the Information Statement so corrected that such document would not contain any untrue statement of a material fact or supplemented promptly 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 are made, not misleading, the party discovering such event, circumstance, or information shall promptly inform the other parties and an appropriate amendment or supplement describing such event, circumstance or information shall be promptly filed with the SEC and to be disseminated to its stockholders, in each case as and the Acquiror stockholders to the extent required by Applicable Law; provided that prior to such filing the Company, Company Parent, Acquiror or Sub, as the case may be, shall consult with the other parties with respect to such amendment or supplement and shall afford the other parties and their respective Representatives a reasonable opportunity to comment thereon.
Appears in 1 contract
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, shall use commercially reasonable efforts to file the Preliminary Information Statement with the assistance of Parent, prepare and file with the SEC, SEC as promptly as practicable after the date hereof. The Company shall use commercially reasonable efforts to cause the Definitive Information Statement to be filed with the SEC and mailed to the Company’s stockholders as promptly as practicable after receipt of this Agreement and in a no review decision or any event within 20 Business Days comments from the staff of the date of this AgreementSEC on the Preliminary Information Statement. No filing of, or amendment or supplement to, the Preliminary Information Statement.
(ii) The Statement or the Definitive Information Statement will be made by the Company and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given without providing MSK a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated reasonably and in good faith thereon, except to the stockholders of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel extent doing so would not permit compliance with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff applicable law with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed to holders of Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Information Statement is filed with the SEC if the SEC has not informed the Company that it will review the Information Statement and (y) confirmation by the SEC that the SEC has no further comments on the Information Statement.
(iv) If at any time prior to the Closing any information relating to the Company or ParentCompany, or any of their respective its Affiliates, directors or officers, should be discovered by a Party, the Company which information should is required to be set forth in an amendment or supplement to the Definitive Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent so that such information shall have become false document would not include any misstatement of a material fact or misleading in omit to state any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become fact necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were are made, not misleading. The , the Company further agrees to cause the Information Statement as so corrected shall promptly notify MSK and an appropriate amendment or supplemented supplement describing such information shall be promptly to be filed with the SEC and to be disseminated to its stockholdersand, in each case as and to the extent required by Applicable Lawapplicable law, disseminated to the Company’s stockholders. The Company shall promptly notify MSK of the receipt of any and all comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement for additional information and shall supply MSK with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Preliminary Information Statement or the Definitive Information Statement. The Company shall use commercially reasonable efforts to respond to any and all comments from the SEC or the staff of the SEC and to any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, as promptly as practicable. Any response to the SEC and any amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement shall be subject to the approval of MSK, which approval shall not be unreasonably withheld or delayed. The issuance of the Underlying Shares shall be limited to 1,850,283 shares of Common Stock (the “Exchange Cap”, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) until the expiration of the twenty (20) calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the record date in accordance with Rule 14c-2(b) of the Exchange Act. In the event that any Purchaser shall sell or otherwise transfer any of its Notes or Warrants, the transferee shall be allocated a pro rata portion of the Exchange Cap, and the restrictions herein shall apply to such transferee with respect to the portion of the Exchange Cap allocated to such transferee.
Appears in 1 contract
Information Statement. In the (a) The Company shall promptly, but in no event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent later than ten (10) Business Days after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):date hereof:
(i) The Deliver notice to the Company shallStockholders of the approval by the Principal Stockholders of the Merger, with the assistance of Parent, prepare and file with the SEC, as promptly as practicable after the date of this Agreement and the Transactions, pursuant to and in any event within 20 Business Days of accordance with Applicable Laws and the date of this Agreement, the Information Statement.Company’s Charter Documents; and
(ii) Provide to each Company Stockholder an information statement (as amended or supplemented, the “Information Statement”), for Company Stockholders to adopt this Agreement and approve the Merger and the Transactions by the Stockholder Written Consent. The Company and Parent Information Statement shall cooperate with one another include information regarding (A) in connection with the preparation Company, (B) the terms of the Information StatementMerger and this Agreement, (C) the unanimous recommendation of the Company Board in favor of the Merger, this Agreement and the Transactions, for approval and adoption by written consent pursuant to the Stockholder Written Consent, (D) the notice of appraisal rights required pursuant to the NRS to Company Stockholders who may elect appraisal rights under such laws, (E) the notice required by Section 92A.410 of the NRS, and (BF) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent form of Joinder Agreement and its counsel shall Stockholder Written Consent to be given a reasonable opportunity to review and comment on executed by the Information Statement (or any amendment or supplement thereto) each time before it is filed with Company Stockholders who have not yet executed the SEC or disseminated to the stockholders of the Company, Joinder Agreements and the Company shall give reasonable and good faith consideration Stockholder Written Consents pursuant to any comments made by Parent and its counselSection 5.1. The Company shall promptly provide advise Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed to holders of Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Information Statement is filed with the SEC writing if the SEC has not informed the Company that it will review the Information Statement and (y) confirmation by the SEC that the SEC has no further comments on the Information Statement.
(iv) If at any time prior to the Closing any information relating to Effective Time, the Company obtains knowledge of any facts that might make it necessary or Parent, or any of their respective Affiliates, should be discovered by a Party, which information should be set forth in an amendment appropriate to amend or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become necessary in order to make the statements in the Information Statement, in light of the circumstances under which they were made, contained therein not misleading. Prior to distributing the Information Statement to the Company Stockholders, the Company shall provide a copy of the Information Statement to Parent for its review and comment, and the Company shall consider in good faith any such comments.
(b) The Company further agrees shall use commercially reasonable efforts to cause the Information Statement as so corrected Company Stockholders holding in the aggregate of no more than five percent (5%) of the outstanding shares of Company Common Stock to continue to have a right to exercise appraisal, dissenters’ or supplemented promptly similar rights under Applicable Laws with respect to be filed with their Company Common Stock by virtue of the SEC and to be disseminated to its stockholders, in each case as and to the extent required by Applicable LawMerger.
Appears in 1 contract
Information Statement. In Promptly (and in any event within ten (10) Business Days) following the event Approval Time, the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, shall prepare and file with the SEC, as promptly as practicable after SEC the date Information Statement in accordance with Regulation 14C of the Exchange Act related to the Merger and this Agreement and in any event within 20 Business Days to be sent to the stockholders of the date of this Agreement, the Information Statement.
(ii) The Company Company. Parent and Parent shall Merger Sub will cooperate with one another (A) the Company in connection with the preparation of the Information Statement, and . The Company shall (Bi) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) give Parent and its counsel shall be given a reasonable the opportunity to review and comment on the Information Statement (or Statement, and any amendment or supplement thereto) each time before it is filed with , and all responses to requests for additional information by, and replies to comments of, the SEC or disseminated to the stockholders (including by promptly notifying Parent of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) receipt of any comments or other communications, whether written or oral, between the Company or its counsel and correspondence from the SEC or its staff with respect to the Information Statement (or and any requests by the SEC for any amendment or supplement theretoto the Information Statement or for additional information) promptly after receipt of those comments or other communications and (B) a reasonable shall give Parent the opportunity to participate in any discussions or meetings with the Company’s response to those comments and to provide comments on that response SEC, (to which reasonable and ii) take into good faith consideration shall all comments reasonably proposed by Parent and (iii) not file such documents referred to in clause (i) of this sentence with the SEC prior to receiving the approval of Parent, not to be given unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by the Company). Parent Company which are incorporated by reference in the Information Statement, this right of approval shall furnish apply only with respect to the Company the information relating to it required the Merger or the Transactions contemplated hereby or to Parent or its business, financial condition or results of operations. Each party shall use reasonable best efforts, after consultation with the other parties, to respond promptly to all comments of and requests by the 1934 Act and SEC with respect to the rules and regulations promulgated thereunder to be set forth in Information Statement. Each party will advise the other parties, promptly after it receives notice thereof, of any request by the SEC for amendment of the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall will cause the Information Statement to be mailed to holders of Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day as practicable after the Information Statement is filed has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC if without notice form the SEC has not informed the Company that it will of its intent to review the Information Statement; provided, however, that the Company shall have no obligation to mail the definitive Information Statement until the Approval Time. Each party shall furnish all information concerning itself and (y) confirmation its Affiliates as the Company may reasonably request and/or as required by the rules and regulations promulgated by the SEC that under the SEC has no further comments on Exchange Act in connection with the preparation, filing and distribution of the Information Statement.
(iv) . If at any time prior to the Closing Effective Time, any party discovers any information relating to the Company or ParentCompany, Parent or any of their respective Affiliates, should be discovered by a Party, which information Affiliates that should be set forth in an amendment or supplement to the Information Statement, the Party so that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and shall not contain any untrue statement of a material fact or omit to the extent that such information shall have become false or misleading in state any material respect and (B) supplement the information provided by it specifically for use in the Information Statement fact required to include any information that shall become be stated therein or necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause , the Information Statement as so corrected party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplemented promptly to supplement describing such information shall be filed with the SEC and to be disseminated to its stockholdersby the Company, in each case as and to the extent required by Applicable applicable Law, disseminated to the Company stockholders. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Information Statement complies as to form in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Telanetix,Inc)
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(ia) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly As soon as practicable after the date of this Agreement and in any event within 20 Business Days of the date execution of this Agreement, Company shall prepare an information statement for the Company Shareholders to approve this Agreement and the Agreement of Merger (the "Information Statement.
(ii) "). The Company and Parent shall cooperate with one another (A) Information Statement to be submitted to Company's Shareholders in connection with the preparation solicitation of their approval of the Information Statement, Merger and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel this Agreement shall be given a reasonable opportunity subject to review and comment on reasonable approval by Parent and shall include information regarding the Company, the terms of the Merger and this Agreement, and the recommendation of the Board of Directors of Company in favor of the Merger and this Agreement. Anything to the contrary contained herein notwithstanding, Company shall not include in the Information Statement (any information with respect to Parent or any amendment its affiliates or supplement thereto) each time before associates, the form and content of which shall not have been approved by Parent prior to such inclusion, provided that Parent and Merger Sub shall be deemed to have approved of such form and content if it is filed with the SEC or disseminated does not respond to the stockholders Company within five (5) days of the Company, and the Company shall give reasonable and good faith consideration its submission to any comments made by Parent. Parent and its counsel. The Company shall promptly Merger Sub agree to cooperate and provide Parent and its counsel with (A) any comments or other communicationsappropriate, whether written or oral, between the publicly available information upon request by Company or its counsel and to respond to requests for Parent's consent to the SEC or its staff inclusion of such information with respect to Parent, Merger Sub or their affiliates or associates within five (5) days after any such request. If, at any time after the Information Statement (or any amendment or supplement thereto) promptly after receipt delivery of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed the Company Shareholders but prior to holders of the Effective Time, Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after becomes aware that the Information Statement is filed with the SEC if the SEC has not informed the Company that it will review the Information Statement and (y) confirmation by the SEC that the SEC has no further comments on the Information Statement.
(iv) If at contains any time prior untrue statement of a material fact or omits to the Closing any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a Party, which information should be set forth in an amendment or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in state any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become fact necessary in order to make the statements in the Information Statementmade therein, in light of the circumstances under which they were made, not misleading. The , Company further agrees shall as promptly as practicable deliver to cause the Company Shareholders a supplement to the Information Statement that causes the Information Statement, as so corrected supplemented, not to contain any untrue statement of a material fact or supplemented omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made, not misleading.
(b) Company shall promptly submit this Agreement (including the Exhibits hereto) and the Merger to be filed with the SEC Company Shareholders for approval and adoption as provided by California Law and the articles of incorporation and bylaws of Company and other applicable agreements. Such submission, and any proxy or consent in connection therewith, shall (i) specify that adoption of this Agreement shall constitute approval by the Shareholders of the escrow, holdback and indemnification obligations of the Company Shareholders set forth in the Escrow Agreement, Article I and Article VIII hereof and the withholding of the Escrow Amount and the Holdback Amount, (ii) include an approval by the Company Shareholders of the appointment of ▇▇▇ ▇▇▇▇▇ as Shareholder Representative, under and as defined in this Agreement, (iii) include an approval by the Company Shareholders of entering into the Escrow Agreement, and (iv) include an approval by the Company Shareholders of amendment to the Company's articles of incorporation which provides, among other things, for the amendment of the notice period required for mergers and to the effect that the transactions contemplated by this Agreement and the Merger shall not constitute a deemed liquidation of Company under the Company's articles of incorporation. If Company will have a shareholder meeting to approve this Agreement and the Merger, Company shall consult with Parent regarding the date of the Company Shareholders' meeting to approve this Agreement and the Merger (the "Company Shareholders' Meeting") and shall not postpone or adjourn (other than for absence of a quorum) the Company Shareholders' Meeting without the consent of Parent. The preceding sentence shall not be disseminated construed to prohibit Company from obtaining shareholder approval of this Agreement and the Merger by an action of written consent of the Company Shareholders pursuant to Section 603 of California Law. Company shall use its stockholdersbest efforts to obtain the consent of the Company Shareholders holding at least ninety percent (90%) of the Company Stock and as required under the Company's articles of incorporation and bylaws and under California law to approve the Merger and this Agreement.
(c) From the date of this Agreement until the Company Shareholders shall have approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (i) the Board of Directors of Company shall recommend that the Company Shareholders vote in favor of and approve this Agreement, the Merger and the other transactions contemplated by this Agreement; and (ii) neither the Board of Directors of Company nor any committee thereof shall withhold, withdraw, amend, modify, change or propose or resolve to withhold, withdraw, amend, modify or change, in each case as in a manner adverse to Parent, the recommendation of the Board of Directors of Company that the Company Shareholders approve this Agreement, the Merger and to the extent required other transactions contemplated by Applicable Lawthis Agreement.
Appears in 1 contract
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, prepare and file with the SEC, as As promptly as reasonably practicable after the date of this Agreement and in any event hereof, the Company shall take all steps within 20 Business Days its control required under Section 228 of the date DGCL and Regulation 14C promulgated under the Exchange Act to cause the approval and adoption of this Agreementthe Amendments to become effective under the DGCL. Without limiting the generality of the foregoing, the Information Statement.
(ii) The Company and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated to the stockholders of the Company, Investors and the Company shall give reasonable cooperate and good faith consideration to any comments made by Parent promptly prepare and its counsel. The the Company shall promptly provide Parent and its counsel file with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff as soon as practicable an information statement with respect to the Amendments (the “Information Statement”). The Company will cause the Information Statement (or any amendment or supplement thereto) promptly after receipt to comply as to form in all material respects with the applicable provisions of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information StatementRegulation 14C thereunder. The Company shall use its reasonable best efforts efforts, and the Investors will cooperate with the Company, to resolve have the Information Statement cleared by the SEC as promptly as practicable. The Company will provide the Investors with a copy of the preliminary Information Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with the Investors in connection therewith. The Company shall, as promptly as practicable, (i) notify the Investors of any comments (other than immaterial comments) received from the SEC with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause and of any request by the SEC for amendments or supplements to the Information Statement to be mailed to holders or for additional information, (ii) provide the Investors with copies of all correspondence between the Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Information Statement is filed with and the SEC if the SEC has not informed the Company that it will review with respect to the Information Statement and (yiii) confirmation by advise the Investors of any verbal or telephonic comments received from the SEC that the SEC has no further comments on the Information Statement.
(iv) If at any time prior to the Closing any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a Party, which information should be set forth in an amendment or supplement with respect to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the . The Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to its stockholders as soon as practicable following the clearance of the Information Statement with the SEC. The Company agrees that the Information Statement and each amendment or supplement thereto at the time of mailing thereof will not include any information that shall become an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Investors furnished to the Company by the Investors specifically for use in the Information Statement. The Company further agrees No amendment or supplement to cause the Information Statement as so corrected or supplemented promptly will be made by the Company without the approval of the Investors (not to be filed with the SEC and to be disseminated to its stockholders, in each case as and to the extent required by Applicable Lawunreasonably withheld or delayed).
Appears in 1 contract
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, prepare and file with the SEC, as As promptly as reasonably practicable after the date of this Agreement and in any event hereof, the Company shall take all steps within 20 Business Days its control required under Section 228 of the date DGCL and Regulation 14C promulgated under the Exchange Act to cause the approval and adoption of this Agreementthe Amendments to become effective under the DGCL. Without limiting the generality of the foregoing, the Information Statement.
(ii) The Company and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated to the stockholders of the Company, Investors and the Company shall give reasonable cooperate and good faith consideration to any comments made by Parent promptly prepare and its counsel. The the Company shall promptly provide Parent and its counsel file with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff as soon as practicable an information statement with respect to the Amendments (the "Information Statement"). The Company will cause the Information Statement (or any amendment or supplement thereto) promptly after receipt to comply as to form in all material respects with the applicable provisions of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information StatementRegulation 14C thereunder. The Company shall use its reasonable best efforts efforts, and the Investors will cooperate with the Company, to resolve have the Information Statement cleared by the SEC as promptly as practicable. The Company will provide the Investors with a copy of the preliminary Information Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with the Investors in connection therewith. The Company shall, as promptly as practicable, (i) notify the Investors of any comments (other than immaterial comments) received from the SEC with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause and of any request by the SEC for amendments or supplements to the Information Statement to be mailed to holders or for additional information, (ii) provide the Investors with copies of all correspondence between the Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Information Statement is filed with and the SEC if the SEC has not informed the Company that it will review with respect to the Information Statement and (yiii) confirmation by advise the Investors of any verbal or telephonic comments received from the SEC that the SEC has no further comments on the Information Statement.
(iv) If at any time prior to the Closing any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a Party, which information should be set forth in an amendment or supplement with respect to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the . The Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to its stockholders as soon as practicable following the clearance of the Information Statement with the SEC. The Company agrees that the Information Statement and each amendment or supplement thereto at the time of mailing thereof will not include any information that shall become an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Investors furnished to the Company by the Investors specifically for use in the Information Statement. The Company further agrees No amendment or supplement to cause the Information Statement as so corrected or supplemented promptly will be made by the Company without the approval of the Investors (not to be filed with the SEC and to be disseminated to its stockholders, in each case as and to the extent required by Applicable Lawunreasonably withheld or delayed).
Appears in 1 contract
Sources: Stock Purchase Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)
Information Statement. In (a) As promptly as reasonably practicable following the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated date of this Agreement pursuant to Section 10.01(c)(ii):
(iand in any event within ten (10) The days of the date of this Agreement), the Company shall, with the assistance (not to be unreasonably withheld, delayed, or conditioned) of Parent, prepare and file with the SECSEC a written information statement of the type contemplated by Rule 14e-2 of the Exchange Act containing the information specified in Schedule 14C under the Exchange Act and concerning the Written Consent, as promptly as practicable after the date of Merger and the other transactions contemplated by this Agreement and in any event within 20 Business Days of (the date of this Agreement, the “Information Statement.
(ii) ”). The Company and shall provide Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement prior to filing. The Company shall use reasonable best efforts as promptly as reasonably practicable (and after consultation with, and the assistance of, Parent (not to be unreasonably withheld, delayed or conditioned)) to respond to any comments made by the SEC with respect to the Information Statement. The Company shall provide Parent with a reasonable opportunity to review and comment on any responses to comments from the SEC on the Information Statement or any amendment amendments or supplement theretosupplements to the Information Statement prior to the filing of such responses, amendments or supplements. The Company shall use reasonable best efforts to cause the Information Statement (substantially in the form last filed and/or cleared) each time before it is to be filed with the SEC or disseminated in definitive form as contemplated by Rule 14c-2 under the Exchange Act and then to be mailed to the stockholders of the CompanyCompany as promptly as practicable, and in any event within five (5) days after the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with latest of (Ai) any comments or other communications, whether written or oral, between the Company or its counsel and confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or its staff with respect to (iii) expiration of the 10-day period after filing in the event the SEC does not review the Information Statement (or any amendment or supplement theretothe “SEC Clearance Date”).
(b) promptly after receipt of those comments or other communications and (B) a Parent shall use reasonable opportunity best efforts to participate cooperate with the Company in the Company’s response to those comments preparation of the Information Statement. Without limiting the generality of the foregoing, each of Parent and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent Sub shall furnish to the Company the information relating to it and its Affiliates required by the 1934 Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments Statement or that is customarily included in information statements prepared in connection with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed to holders of Company Stock as transactions of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Information Statement is filed with the SEC if the SEC has not informed the Company that it will review the Information Statement and (y) confirmation type contemplated by the SEC that the SEC has no further comments on the Information Statementthis Agreement.
(ivc) If If, at any time prior to the Closing Effective Time, any information relating to Parent or the Company or Parent, or any of their respective Affiliates, should be Affiliates is discovered by a Party, which information Parent or the Company that should be set forth in an amendment or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent so that such information shall have become false document would not include any misstatement of a material fact or misleading in omit to state any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become fact necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were made, not misleading. The , the party discovering this information shall, as promptly as reasonably practicable, notify the other parties to this Agreement and, to the extent required by Law, Parent and the Company further agrees to shall cause the Information Statement an appropriate amendment or supplement describing this information, as so corrected or supplemented promptly as reasonably practicable, to be filed with the SEC and to be disseminated to its stockholdersand, in each case as and to the extent required by Applicable Law, disseminated to the stockholders of the Company.
(d) Notwithstanding any Adverse Recommendation Change or the receipt of any Acquisition Proposal, the Company shall comply with its obligations under Section 6.1(a) and use its reasonable efforts to cause the Information Statement to be filed with the SEC in definitive form and then to be mailed to the stockholders of the Company as promptly as practicable.
Appears in 1 contract
Sources: Merger Agreement (Deltek, Inc)
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, will use its best efforts to prepare and file with the SEC, SEC as promptly as is reasonably practicable after the date of this Agreement and (but in any event within 20 Business Days of the date of this Agreementnot later than March 20, the Information Statement.
(ii2010) The Company and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before it is filed in a form that complies in all material respects with the SEC or disseminated to the stockholders requirements of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Exchange Act and the rules and regulations promulgated thereunder thereunder. HCC and its Affiliates shall furnish to be set forth the Company all information requested concerning itself which is required or customary for inclusion in the Information Statement. The Company shall use its reasonable best efforts and HCC each agrees to resolve all SEC comments with respect to the Information Statement respond as promptly as is practicable after receipt thereof. The to any comments of the SEC on the Information Statement, and the Company shall cause agrees to mail the Information Statement to all of the Company's stockholders promptly after the Company learns that the Information Statement will not be reviewed or that the SEC staff has no further comments thereon. The Company covenants and agrees that the Information Statement and any amendment thereof or supplement thereto to be sent to the stockholders of the Company in connection with the Transactions will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The information provided by any party hereto for use in or incorporation by reference in the Information Statement shall be true and correct in all material respects, at the date mailed to holders stockholders of the Company, without omission of any material fact which is required to make such information not false or misleading. All financial projections and other forecasts prepared by the Company Stock for use in or incorporation by reference in the Information Statement were, or shall be, as applicable, prepared in good faith based on reasonable assumptions and represent the Company's good faith estimate of future results based on information available as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Information Statement is filed with the SEC if the SEC has not informed the Company that it will review the Information Statement and (y) confirmation by the SEC that the SEC has no further comments on the Information Statement.
(iv) . No representation, covenant or agreement is made by any party hereto with respect to information supplied in writing by any other party specifically for inclusion in the Information Statement. If at any time prior to the Closing Date any information relating to the Company or ParentHCC, or any of their respective Affiliates, officers or directors, should be discovered by a Party, the Company or HCC which information should be set forth in an amendment or supplement to the Information Statement, the Party so that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and would not include any misstatement of a material fact or omit to the extent that such information shall have become false or misleading in state any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become fact necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause , the Information Statement as so corrected party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplemented supplement describing such information shall be promptly to be filed with the SEC and to be disseminated to its stockholdersand, in each case as and to the extent required by Applicable Law, disseminated to the shareholders of the Company.
Appears in 1 contract
Sources: Master Recapitalization Agreement (Crown Media Holdings Inc)
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(ia) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly As soon as practicable after the date of this Agreement and in any event within 20 Business Days of the date execution --------------------- of this Agreement, Company shall prepare, with the cooperation of SciQuest, the Information Statement for the stockholders of Company to approve this Agreement, the Certificate of Merger and the transactions contemplated hereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of SciQuest Common Stock to be received by the holders of Company Capital Stock in the Merger. SciQuest and Company shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of SciQuest and Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement.
(ii) The Company , or in any amendments or supplements thereto, and Parent shall to cause its counsel and auditors to cooperate with one another (A) the other's counsel and auditors in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated to the stockholders of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall will promptly provide Parent advise SciQuest, and its counsel with (A) any comments or other communicationsSciQuest will promptly advise Company, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. The Company shall cause the Information Statement to be mailed to holders of Company Stock as of the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Information Statement is filed with the SEC writing if the SEC has not informed the Company that it will review the Information Statement and (y) confirmation by the SEC that the SEC has no further comments on the Information Statement.
(iv) If at any time prior to the Closing any information relating to the Effective Time either Company or ParentSciQuest, as applicable, shall obtain knowledge of any facts that might make it necessary or any of their respective Affiliates, should be discovered by a Party, which information should be set forth in an amendment appropriate to amend or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become necessary in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Company that Company stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are advisable and fair and reasonable to and in the best interest of the stockholders of Company. Anything to the contrary contained herein notwithstanding, neither party shall include in the Information StatementStatement any information with respect to the other party, in light the form and content of which information shall not have been approved by such other party prior to such inclusion.
(b) SciQuest and Company shall use commercially reasonable efforts to effect the issuance of the circumstances under which they were made, not misleadingshares of SciQuest Common Stock to be issued pursuant to Section 1.6 in a private placement pursuant to Section 4(2) of the Securities ----------- ------------ Act. The parties hereto acknowledge and agree that: (i) as a condition to the issuance of shares to any particular stockholder of the Company, SciQuest shall be entitled to obtain from such stockholder a Stockholder Certificate in the form attached hereto as Exhibit C (or such other form as shall be reasonably --------- satisfactory to SciQuest) ("Stockholder Certificate") and that SciQuest will be ----------------------- relying upon the representations made by such stockholder of Company further agrees to cause in the Information Statement as so corrected or supplemented promptly to be filed applicable Stockholder Certificate in connection with the SEC issuance of SciQuest Common Stock to such stockholder, (ii) the shares of SciQuest Common Stock so issued pursuant to Section 1.6 will not be registered under the Securities Act ----------- and will constitute "restricted securities" within the meaning of the Securities Act; and (iii) the certificates representing the shares of SciQuest Common Stock shall bear appropriate legends to be disseminated identify such privately placed shares as being restricted under the Securities Act, to its stockholderscomply with applicable state securities laws and, in each case as and if applicable, to notice the extent required by Applicable Lawrestrictions on transfer of such shares.
Appears in 1 contract
Sources: Merger Agreement (Sciquest Com Inc)
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, shall use its reasonable best efforts to file the Preliminary Information Statement with the assistance of Parent, prepare and file with the SEC, SEC as promptly as practicable after the date of this Agreement and in any event within 20 Business Days of the date of this Agreement, the Information Statement.
(ii) The Company and Parent shall cooperate with one another (A) in connection with the preparation of the Information Statement, and (B) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Information Statement.
(iii) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated to the stockholders of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statementhereof. The Company shall use its reasonable best efforts to resolve all cause the Definitive Information Statement to be filed with the SEC comments with respect and mailed to the Information Statement Company stockholders as promptly as practicable after receipt thereofof a no review decision or any further comments from the staff of the SEC on the Preliminary Information Statement. The Company shall cause No filing of, or amendment or supplement to, the Preliminary Information Statement to be mailed to holders of Company Stock as of or the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the Definitive Information Statement is filed with the SEC if the SEC has not informed will be made by the Company that it will without providing the Lenders a reasonable opportunity to review the Information Statement and (y) confirmation by the SEC that the SEC has no further comments on the Information Statement.
(iv) If at any time prior comment reasonably and in good faith thereon, except to the Closing extent doing so would not permit compliance with Applicable Law with respect thereto. If any information relating to the Company or ParentCompany, or any of their respective its Affiliates, directors or officers, should be discovered by a Party, the Company which information should is required to be set forth in an amendment or supplement to the Definitive Information Statement, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent so that such information shall have become false document would not include any misstatement of a material fact or misleading in omit to state any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become fact necessary in order to make the statements in the Information Statementtherein, in light of the circumstances under which they were are made, not misleading. The , the Company further agrees to cause shall promptly notify the Information Statement as so corrected Lenders and an appropriate amendment or supplemented supplement describing such information shall be promptly to be filed with the SEC and to be disseminated to its stockholdersand, in each case as and to the extent required by Applicable Law, disseminated to the Company stockholders. The Company shall promptly notify the Lenders of the receipt of any and all comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement for additional information and shall supply the Lenders with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Preliminary Information Statement, the Definitive Information Statement or the Restructuring Transactions. The Company shall respond to any and all comments from the SEC or the staff of the SEC and to any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, as promptly as practicable. Any response to the SEC and any amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement shall be subject to the Lenders’ approval, which approval shall not be unreasonably withheld or delayed. The issuance of the Resulting Shares and the Charter Amendment contemplated by the Company Stockholder Approval may not occur or become effective, as the case may be, prior to the end of the 20 calendar days’ waiting period after the Definitive Information Statement is sent to all holders of Common Stock as of the Record Date in accordance with Rule 14c-2(b) of the Exchange Act.
Appears in 1 contract
Sources: Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.)
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, prepare and file with the SEC, As soon as promptly as reasonably practicable after the date of this Agreement and in any event within 20 Business Days of following the date of this Agreement, the Company will prepare and file with the SEC an information statement to be sent to the Company’s stockholders related to the Merger and this Agreement (the “Information Statement.
(ii) The Company ”). Parent and Parent shall Merger Sub will cooperate with one another (A) the Company in connection with the preparation of the Information Statement. The Company will promptly furnish the preliminary Information Statement and the definitive Information Statement, and (B) in taking such actions any amendments or making any such filingssupplements thereto, furnishing information required in connection therewith or with the Information Statement.
(iii) to Parent and give Parent and its legal counsel shall be given a reasonable opportunity to review and comment on the such preliminary Information Statement (Statement, or any amendment or supplement thereto) each time before it is filed , prior to filing with the SEC or disseminated to the stockholders of the CompanySEC, and the Company shall give reasonable and will consider in good faith consideration to any all comments made by of Parent in connection therewith. Without limiting the generality of the foregoing, each of Parent and its counsel. The Company shall promptly provide Parent and its counsel with (A) any comments or other communications, whether written or oral, between the Company or its counsel and the SEC or its staff with respect to the Information Statement (or any amendment or supplement thereto) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company). Parent shall Merger Sub will furnish to the Company the information relating to it required by the 1934 Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall will use its commercially reasonable best efforts to resolve all respond as soon as reasonably practicable to any SEC comments with respect to the Information Statement as promptly as practicable after receipt thereofStatement. The Company shall will use commercially reasonable efforts to cause the definitive Information Statement to be mailed to holders of Company Stock as the stockholders of the date the Written Consent is effective Company as promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day as practicable after the Information Statement is filed has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC if without notice from the SEC has not informed of its intent to review the Information Statement. Each of Parent, Merger Sub and the Company that agree to correct any information provided by it for use in the Information Statement which will review have become false or misleading. The Company will as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Information Statement and (y) confirmation any request by the SEC that the SEC has no further comments on the Information Statement.
(iv) If at for any time prior to the Closing any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a Party, which information should be set forth in an amendment or supplement to the Information StatementStatement or for additional information and will provide Parent with copies of all correspondence between the Company and its representatives, on the Party that discovers such information shall promptly notify one hand, and the SEC, on the other Party hand. Parent will be given a reasonable opportunity to participate in the response to any SEC comments and the Company shall prepare to provide comments on any response (to which reasonable and good faith consideration will be given), including by participating in any discussions or meetings with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become necessary in order to make the statements in the Information Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Information Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders, in each case as and to the extent required by Applicable LawSEC.
Appears in 1 contract
Sources: Merger Agreement (Pacific Office Properties Trust, Inc.)
Information Statement. In the event the Written Consent is delivered to Parent by the Written Consent Delivery Time or is delivered to Parent after the Written Consent Delivery Time and Parent has not yet terminated this Agreement pursuant to Section 10.01(c)(ii):
(i) The Company shall, with the assistance of Parent, prepare and file with the SEC, as As promptly as practicable after following the date of this Agreement and (but in any event within 20 Business Days of not later than 25 days after the date of this Agreement, if practicable) the Company will prepare and cause to be filed with the SEC an information statement of the type contemplated by Rule 14c-2 under the Exchange Act related to the Mergers and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement.
”). The Information Statement will also contain (i) the notice of action by written consent required by Section 228(e) of the DGCL; and (ii) The the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. If it is reasonably determined that the Company and Parent shall cooperate is required to file any document other than the Information Statement with one another (A) the SEC in connection with the preparation Mergers pursuant to applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company will promptly prepare and file such Other Required Company Filing with the SEC. The Company Parties will use their reasonable best efforts to cause the Information Statement and any Other Required Company Filing to comply as to form in all material respects with the applicable requirements of the Information Statement, Exchange Act and the rules of the SEC and Nasdaq on the date of filing with the SEC and the date of distribution to the Company Stockholders (B) in taking such actions or making any such filings, furnishing information required if applicable). Except in connection therewith with a Company Board Recommendation Change or thereafter, the Company will consult with the Information Statement.
(iii) Parent and provide Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement Statement, any Other Required Company Filing and any amendment or supplement thereto (and to review and comment on any comments of the SEC or its staff on the Information Statement, any Other Required Company Filing or any amendment or supplement thereto) each time before it is filed with the SEC or disseminated to the stockholders of the Company), and the Company shall give reasonable and good faith consideration to any will reasonably consider all comments made by Parent and its counselParent, prior to the filing thereof. The Company shall will promptly provide Parent and its legal counsel with (A) a copy or a description of any comments or other communications, whether written or oral, between received by the Company or its legal counsel and from the SEC or its staff with respect to the Information Statement (Statement, any Other Required Company Filing or any amendment or supplement thereto, and will respond promptly to any such comments. Promptly after the earlier to occur of (A) promptly after receipt of those comments confirmation from the SEC that it will not review, or other communications that it has completed its review of, the Information Statement and (B) a reasonable opportunity to participate in 10 days from the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by date of filing of the Company). Parent shall furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the preliminary Information Statement as promptly as practicable after receipt thereof. The Company shall cause with the Information Statement to be mailed to holders of Company Stock as of SEC (or, if the date the Written Consent is effective promptly (but in any event no more than five (5) Business Days) after the later of (x) the tenth day after the preliminary Information Statement is filed with the SEC if after 5:30 p.m. on a specific date, from the immediately subsequent Business Day after such date), in the event the Company has not received notice from the SEC has not informed the Company that it will of its intent to review the Information Statement and (y) confirmation by Statement, the Company will file with the SEC that the SEC has no further comments on Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act and distribute a copy of the Information Statement to the Company Stockholders of record as of the applicable record date or dates for determining the Company Stockholders entitled to receive the notices pursuant to Section 228(e) and Section 262 of the DGCL contained in the Information Statement.
(iv) . If at any time prior to the Closing any information event relating to any of the Company Parties occurs or Parentif the Company Parties become aware of any information, or any of their respective Affiliatesin each case, that should be discovered by a Party, which information should be set forth disclosed in an amendment or supplement to the Information Statement, the Party that discovers such information shall promptly notify the other Party and then the Company shall prepare (with the assistance of Parent) will promptly inform Parent thereof and mail to its stockholders will promptly file such an amendment or supplement, in each case, to the extent required by Applicable Law. Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly (A) correct any information provided by it specifically for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect and (B) supplement the information provided by it specifically for use in the Information Statement to include any information that shall become necessary in order to make the statements in the Information Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Information Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholdersand, in each case as and if appropriate, mail such amendment or supplement to the extent required by Applicable LawCompany Stockholders.
Appears in 1 contract
Sources: Merger Agreement (OneStream, Inc.)