Common use of Information Statement Clause in Contracts

Information Statement. As promptly as practicable after the execution of this Agreement, Stream, in cooperation with the Company, shall prepare and file with the SEC an Information Statement relating to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Law. The Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall cooperate in the preparation of the Information Statement. Stream shall respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SEC.

Appears in 2 contracts

Sources: Share Exchange Agreement (Ares Corporate Opportunities Fund II, L.P.), Share Exchange Agreement (Stream Global Services, Inc.)

Information Statement. As promptly soon as practicable after the execution date of this Agreement, Stream, in cooperation with the Company, shall Company will prepare and file with the SEC an Information Statement SEC, and the Parent and the Purchaser shall cooperate with the Company in such preparation and filing, a preliminary information statement relating to the Voting Proposals pursuant Charter Amendment and use its reasonable best efforts to Regulation 14C under furnish the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required to be included by Section 228 of the Delaware General Corporation Law. The Company shall provide all necessary information for inclusion SEC in the Information Statement on a timely basis and shall cooperate in and, after consultation with the preparation of the Information Statement. Stream shall Parent, to respond promptly to any comments of made by the SEC with respect to the preliminary information statement and shall use its commercially reasonable best efforts to have cause a definitive information statement (the "Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement Statement") to be mailed to its the Company's stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SECas soon as practicable. Stream shall The Company will notify the Company promptly upon Parent and the Purchaser of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the preliminary information statement and the Information Statement, Statement or for additional information and shall will supply the other Parent and the Purchaser with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information StatementStatement or the Merger. Whenever The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there shall occur any event occurs which that is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of Company will prepare and mail to its stockholders such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such an amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SEC.

Appears in 2 contracts

Sources: Merger Agreement (Ibp Inc), Merger Agreement (Foodbrands America Inc)

Information Statement. As promptly Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7, as soon as practicable after the execution consummation of this Agreementthe Offer, Stream, in cooperation with the Company, Company shall prepare and file with the SEC an the Information Statement relating to the Voting Proposals pursuant to Regulation 14C under in preliminary form as required by the Exchange Act (and the “Information Statement”), which such Information Statement will include all notices rules and information required by Section 228 of the Delaware General Corporation Lawregulations promulgated thereunder. The Company shall provide all necessary obtain and furnish the information for inclusion required to be included in the Information Statement on a timely basis Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall respond as promptly as practicable to any such comments made by the SEC or its staff with respect to the Information Statement, and shall cause the Information Statement in definitive form to be mailed to the Company’s stockholders as promptly as practicable after the SEC or its staff advises the Company that it has no further comments on the Information Statement. Parent shall cooperate with the Company in the preparation of the Information Statement. Stream shall respond to Statement or any comments of the SEC amendment or supplement thereto and shall use its commercially be given reasonable efforts opportunity to have review and comment on the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement or any amendment or supplement thereto prior to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from filing thereof with the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements mailing thereof to the Information StatementCompany’s stockholders. If at any time prior to the Closing, or for additional any information and shall supply relating to the other with copies of all correspondence between such party Offer, the Merger, the Company, Parent, Purchaser or any of its representativestheir respective Affiliates, on directors or officers, should be discovered by the one hand, and the SEC Company or its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs Parent which is required to should be set forth in an amendment or supplement to the Information Statement, Stream so that the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Companystatements therein, as in light of the case may becircumstances under which they are made, not misleading, the party which discovers such information shall promptly inform notify the other of party, and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be filed as promptly as practicable with the SEC or its staffand, and/or mailing to the extent required by Law, disseminated to the stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECCompany.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (LS Cable Ltd.), Merger Agreement (Superior Essex Inc)

Information Statement. As promptly soon as practicable after the execution of this Agreement, Streamthe Company shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). The form of Information Statement delivered to Parent by the Company pursuant to the previous statement shall be true, correct and complete in all material respects. Each of the Company and Parent shall use its reasonable best efforts to cause the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of the Company and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in cooperation with the Company, shall prepare and file with the SEC an Information Statement relating to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 reasonable judgment of the Delaware General Corporation Law. The Company shall provide all necessary information providing party or its counsel, may be required or appropriate for inclusion in the Information Statement on a timely basis Statement, or in any amendments or supplements thereto, and shall to cause its counsel to cooperate with the other's counsel in the preparation of the Information Statement. Stream The Information Statement shall respond to any comments constitute a disclosure document for the offer and issuance of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement shares of Parent Common Stock to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing received by the SEC. Stream shall notify holders of the Company promptly upon Common Stock and/or the receipt Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of any comments from the SEC or its staff or any other government officials and Company Stockholder Approval of any request the Merger, whichever is requested by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information StatementParent. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, Company and Parent shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, delivering any such amendment or supplementsupplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company shall, as soon as practicable, furnish in favor of the adoption of this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to Stream such information relative to and in the best interests of the Company and its Affiliatesstockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, including consolidated financial statements, as is required to be included the Company shall not include in the Information Statement pursuant any information with respect to Parent or its affiliates, the rules form and regulations content of the SEC. In connection with the foregoing, Stream which information shall give the Company and its counsel the opportunity to review and comment on the Information Statement not have been approved by Parent prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECsuch inclusion.

Appears in 2 contracts

Sources: Merger Agreement (Outdoor Channel Holdings Inc), Merger Agreement (Outdoor Channel Holdings Inc)

Information Statement. As promptly soon as practicable after practicable, and in any case, no later than 10 Business Days following delivery by the execution Company to Buyer of this Agreementan unaudited consolidated balance sheet, Streamchanges in stockholders equity and statements of income and cash flow of the Company and its Subsidiaries as of and for the six-month period ended June 30, in cooperation with 2016 (the Company“June 2016 Interim Financial Statements”), Buyer shall prepare and file a preliminary copy of the Information Statement with the SEC an Information Statement relating to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation LawSEC. The Company shall furnish all information concerning the Company and its Affiliates to Buyer as may be required, and provide all necessary information for inclusion such other assistance, as may be reasonably requested, in the Information Statement on a timely basis and shall cooperate in connection with the preparation and filing of the Information Statement. Stream shall respond , including providing to any comments Buyer no later than 60 days following the last day of the SEC such quarter (and shall use using its commercially reasonable best efforts to have provide to Buyer no later than 45 days following the Information Statement cleared for mailing as last day of such quarter) the June 2016 Interim Financial Statements. Buyer shall promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and Buyer shall supply promptly provide the other Company with copies of all correspondence between such party it (or any of its representatives), on the one hand, and the SEC or its staffSEC, on the other hand, . Buyer shall respond as promptly as practicable to any comments from the SEC with respect to the Information Statement. Whenever Notwithstanding the foregoing, prior to filing the Information Statement or mailing the Information Statement or responding to any event occurs which is required comments of the SEC with respect thereto, Buyer (i) shall provide the Company with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall consider in good faith all comments reasonably proposed by the Company. If at any time prior to the Effective Time any information relating to Buyer or the Company, or any of their respective Affiliates, officers or directors, should be identified by Buyer or the Company that should be set forth in an amendment or supplement to the Information Statement, Stream so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Companystatements therein, as in light of the case may becircumstances under which they were made, not misleading, the party which discovers such information shall promptly inform notify the other of party hereto and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be promptly filed with the SEC or its staffand, and/or mailing to the extent required by Law, disseminated to the stockholders of Stream, such amendment or supplementBuyer. The Company shall, as soon as practicable, furnish to Stream such information relative to Buyer shall cause the Company and its Affiliates, including consolidated financial statements, as is required Information Statement to be mailed to holders of shares of capital stock of Buyer as promptly as practicable after the date on which the SEC confirms it has no more comments on the Information Statement. Buyer makes no representation or warranty with respect to any statements included in the Information Statement pursuant to the rules and regulations supplied by or on behalf of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests specifically for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECinclusion therein.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Beasley Broadcast Group Inc)

Information Statement. As promptly soon as practicable after the execution of this Agreement, StreamAgreement and, in cooperation any event, within ten (10) Business Days after such date, the Company shall prepare, with the Companycooperation of Parent, shall prepare and file with the SEC an Information Statement relating and form of proxy for the Company Shareholders to approve this Agreement and the Merger. Parent and the Company shall each use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the Voting Proposals pursuant to Regulation 14C under other such information concerning its business and financial statements and affairs as, in the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 reasonable judgment of the Delaware General Corporation Law. The Company shall provide all necessary information providing Party or its counsel, may be required or appropriate for inclusion in the Information Statement on a timely basis Statement, or in any amendments or supplements thereto, and shall to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Stream The Company will promptly advise Parent and Parent will promptly advise the Company in writing if at any time prior to the Effective Time either the Company or Parent shall respond obtain knowledge of any facts that might make it necessary or appropriate to any comments of the SEC and shall use its commercially reasonable efforts to have amend or supplement the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause in order to make the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing statements contained or incorporated by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, reference therein not misleading or for additional information and shall supply the other compliance with copies of all correspondence between such party applicable law. The Company makes no representation, warranty or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, covenant with respect to any information supplied by Parent or Merger Sub that is contained in any of the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplementforegoing documents. The Information Statement shall contain the unanimous recommendation of the Company shall, as soon as practicable, furnish to Stream such information relative Board that the Shareholders approve this Agreement and the Merger and the conclusion of the Company Board that the terms and conditions of the Merger are fair and reasonable to the Company and its AffiliatesShareholders. Anything to the contrary contained herein notwithstanding, including consolidated financial statements, as is required to be included the Company shall not include in the Information Statement pursuant any information with respect to Parent or its affiliates or associates, the rules form and regulations content of the SEC. In connection with the foregoing, Stream which information shall give the Company and its counsel the opportunity to review and comment on the Information Statement not have been approved in writing by Parent prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECsuch inclusion.

Appears in 1 contract

Sources: Merger Agreement (Avocent Corp)

Information Statement. As promptly soon as practicable after the execution of --------------------- this Agreement, StreamCompany shall prepare, in cooperation with the Companycooperation of Parent, shall prepare and file with the SEC furnish to its shareholders an Information Statement relating for the shareholders of Company to approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and a proxy statement for solicitation of shareholder consent to or approval of this Agreement, the Merger and the other transactions contemplated hereby. Parent and Company shall each use its reasonable best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and Company agrees to provide promptly to the Voting Proposals pursuant to Regulation 14C under other such information concerning it and its respective affiliates, directors, officers and securityholders as, in the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 reasonable judgment of the Delaware General Corporation Law. The Company shall provide all necessary information other party or its counsel, may be required or appropriate for inclusion in the Information Statement on a timely basis Statement, or in any amendments or supplements thereto, and shall to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Stream Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall respond obtain knowledge of any facts that might make it necessary or appropriate to any comments of the SEC and shall use its commercially reasonable efforts to have amend or supplement the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement to be mailed to its stockholders at shall contain the earliest practicable time after recommendation of the Information Statement is cleared for mailing by the SEC. Stream shall notify Board of Directors of Company that the Company promptly upon shareholders approve and adopt this Agreement, the receipt of any comments from the SEC or its staff or any other government officials Merger and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one handtransactions contemplated by this Agreement, and the SEC or its staff, on conclusion of the other hand, with respect to Board of Directors that the Information Statement. Whenever any event occurs which is required to be set forth terms and conditions of the Merger are fair and reasonable and in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other best interests of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliatesshareholders. Anything to the contrary contained herein notwithstanding, including consolidated financial statements, as is required to be included Company shall not include in the Information Statement pursuant any information with respect to Parent or its affiliates or associates, the rules form and regulations content of the SEC. In connection with the foregoing, Stream which information shall give the Company and its counsel the opportunity to review and comment on the Information Statement not have been expressly approved by Parent prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECsuch inclusion.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Digital Island Inc)

Information Statement. As promptly soon as reasonably practicable after following the execution date of this Agreement but in no event later than three (3) Business Days following the date of this Agreement, Streamthe Company shall, in cooperation with the Companyassistance of the Parent Group, shall prepare and file with the SEC an Information Statement relating to information statement of the Voting Proposals pursuant to Regulation 14C type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the "Information Statement"), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Law. The Parent Group, Merger Sub and the Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall will cooperate with each other in the preparation of the Information Statement. Stream shall respond to any comments Without limiting the generality of the SEC foregoing, each of the Parent Group and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its commercially reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared for mailing by the staff of the SEC as promptly as reasonably practicable after such filings filing. Each of the Parent Group, Merger Sub and Stream shall cause the Company agrees to correct any information provided by it for use in the Information Statement to be mailed to its stockholders at the earliest which shall have become false or misleading. The Company shall as soon as reasonably practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon Parent Group and Merger Sub of the receipt of any comments from the SEC or its staff or any other government officials with respect to Information Statement and of any request by the SEC or its staff or for any other government officials for amendments or supplements amendment to the Information Statement, Statement or for additional information and shall supply provide the other Parent Group with copies of all correspondence between such party comments and correspondence. Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of its representativesthe SEC (or the staff of the SEC) with respect thereto, the Company shall provide the Parent Group a reasonable opportunity to review and to propose comments on such document or response and shall consider the one hand, and Parent Group's comments in good faith. Promptly after the Information Statement 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 without notice from the SEC of its staff, on the other hand, with respect intent to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to review the Information Statement, Stream the Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the CompanySEC, as the case may be, shall promptly inform the other and mail a copy of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations each of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECstockholders.

Appears in 1 contract

Sources: Merger Agreement (Icahn Carl C)

Information Statement. As promptly soon as practicable (and in any event within fifteen (15) Business Days) after the execution of this Agreement, Streamthe Company shall distribute, by upload to the secure website maintained for the benefit of holders of Units, to its Members, as appropriate, an information statement and other appropriate documents (including a copy of this Agreement) which contain, subject to Section 4.2, the Company Recommendation (such information statement and other documents, including any amendments or supplements thereto, in cooperation with each case in the Company, shall prepare and file with the SEC an Information Statement relating form or forms mailed or delivered to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (Members, collectively, the “Information Statement”)) if required in connection with obtaining Member Proxies representing the Company Requisite Approval, which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Lawshall comply with applicable Laws. The Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall cooperate in the preparation of the Information Statement. Stream shall respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify If the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to distributes the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Stream the Company or the CompanyParent, as the case may be, shall will promptly inform the other of such occurrence and cooperate in filing with preparing and distributing to the SEC or its staff, and/or mailing to stockholders of Stream, Members such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative supplement (to the Company and its Affiliatesextent necessary or appropriate, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations good faith judgment of the SECCompany). In Each of Parent and Merger Sub shall use its reasonable best efforts to cooperate with the Company in connection with the foregoing, Stream shall give the Company preparation and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to distribution of the Information Statement, including furnishing as promptly as reasonably practicable to the Company any and all responses information relating to requests it as the Company may reasonably request. The Company shall deliver to the Members a notice of the Record Date for additional information acting by written consent and replies any other notices in connection with the Intermediate Merger and the Merger as required by the Operating Agreement. Parent agrees that on the Record Date, it will, pursuant to comments from the SEC prior Member Proxies, consent in writing to their being filed with, or sent to, approve this Agreement and the SECtransactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Textron Inc)

Information Statement. (a) As promptly as practicable after the execution of this Agreement (but in no event later than 13 days following the date of this Agreement), Stream, in cooperation with the Company, Seller shall prepare and file with the SEC Securities and Exchange Commission ("SEC") (with a copy to the Purchaser) an Information Statement information statement relating to the Voting Proposals pursuant to Regulation 14C under Stockholder Approval (together with any amendments thereof or supplements thereto, the Exchange Act (the “"Information Statement"), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Law. The Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall cooperate in the preparation of the Information Statement. Stream shall respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream Seller shall cause the Information Statement to be mailed comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Information Statement shall constitute a "filing" pursuant to its stockholders at Section 4.7 of this Agreement, and the earliest practicable Purchaser shall have the right to review and comment thereon as set forth in such Section. (b) The Seller shall (i) if no comments have been received by the SEC on the Information Statement during the time period prescribed under Regulation 14C, on the eleventh day (or if such day is not a business day, the next succeeding business day) following the date of the Company's filing of the Information Statement with the SEC or (ii) if the SEC has commented on the Information Statement, on the third business day after the Information Statement becomes effective, mail the Information Statement to its stockholders on the date that is cleared for mailing by no more than two business days following the SECeffectiveness of such Information Statement under Regulation 14C of the Exchange Act. Stream The Seller shall use its best efforts to promptly notify and provide copies to the Company promptly upon the receipt Purchaser and its counsel of (x) any comments from the SEC or its staff or any other government officials with respect to the Information Statement and of (y) any request by the SEC or its staff or for any other government officials for amendments or supplements amendment to the Information Statement, Statement or for additional information and shall supply information. If the other with copies of all correspondence between such party Seller receives comments or any of its representatives, on the one hand, and a request from the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which is required , the Seller shall use its best efforts to be set forth in an amendment or supplement respond to such comments and information requests and have the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, Statement declared effective as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, possible by the SEC.

Appears in 1 contract

Sources: Stock Purchase Agreement (CTN Media Group Inc)

Information Statement. As promptly soon as practicable after the execution of this Agreement, Streamthe Company and the LLC shall prepare, in with the cooperation of the Buyer, the Information Statement for the holders of Shares to approve this Agreement and the transactions contemplated hereby and for the holders of Units to consummate the Exchange. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Buyer Ordinary Shares to be received by the holders of Shares and Units. The Buyer, the LLC and the Company shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable Legal Requirements. Each of the Company, shall prepare the LLC and file with the SEC an Information Statement relating Buyer agrees to provide promptly to the Voting Proposals pursuant to Regulation 14C under other such information concerning its business and financial statements and affairs as, in the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 reasonable judgment of the Delaware General Corporation Law. The Company shall provide all necessary information providing party or its counsel, may be required or appropriate for inclusion in the Information Statement on a timely basis Statement, or in any amendments or supplements thereto, and shall to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Stream The Company and the LLC will promptly advise the Buyer, and the Buyer will promptly advise the Company and the LLC, in writing if at any time prior to the Effective Time either shall respond obtain knowledge of any facts that might make it necessary or appropriate to any comments of the SEC and shall use its commercially reasonable efforts to have amend or supplement the Information Statement cleared for mailing as promptly as practicable after such filings 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 Company's and Stream the LLC's Board of Directors and Board of Managers that the holders of Shares approve the Merger and this Agreement and the conclusion of the Company's and LLC's Board of Directors and Board of Managers that the terms and conditions of the Merger and Exchange are advisable and fair and reasonable to the holders of Shares and Units. The Company and the LLC shall cause not include in the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC Buyer or its staffaffiliates or associates, and/or mailing to stockholders the form and content of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such which information relative to shall not have been approved by the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement Buyer prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECsuch inclusion.

Appears in 1 contract

Sources: Merger and Exchange Agreement (Commtouch Software LTD)

Information Statement. As promptly soon as reasonably practicable after following the execution date of this Agreement but in no event later than three (3) Business Days following the date of this Agreement, Streamthe Company shall, in cooperation with the Companyassistance of the Parent Group, shall prepare and file with the SEC an Information Statement relating to information statement of the Voting Proposals pursuant to Regulation 14C type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Law. The Parent Group, Merger Sub and the Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall will cooperate with each other in the preparation of the Information Statement. Stream shall respond to any comments Without limiting the generality of the SEC foregoing, each of the Parent Group and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall use its commercially reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared for mailing by the staff of the SEC as promptly as reasonably practicable after such filings filing. Each of the Parent Group, Merger Sub and Stream shall cause the Company agrees to correct any information provided by it for use in the Information Statement to be mailed to its stockholders at the earliest which shall have become false or misleading. The Company shall as soon as reasonably practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon Parent Group and Merger Sub of the receipt of any comments from the SEC or its staff or any other government officials with respect to Information Statement and of any request by the SEC or its staff or for any other government officials for amendments or supplements amendment to the Information Statement, Statement or for additional information and shall supply provide the other Parent Group with copies of all correspondence between such party comments and correspondence. Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of its representativesthe SEC (or the staff of the SEC) with respect thereto, the Company shall provide the Parent Group a reasonable opportunity to review and to propose comments on such document or response and shall consider the one hand, and Parent Group’s comments in good faith. Promptly after the Information Statement 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 without notice from the SEC of its staff, on the other hand, with respect intent to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to review the Information Statement, Stream the Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the CompanySEC, as the case may be, shall promptly inform the other and mail a copy of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations each of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECstockholders.

Appears in 1 contract

Sources: Merger Agreement (Xo Holdings Inc)

Information Statement. As promptly soon as practicable after the execution date of this Agreement, Stream, in cooperation with the Company, shall Company will prepare and file with the SEC an Information Statement SEC, and the Parent and the Purchaser shall ▇▇▇▇▇▇- ate with the Company in such preparation and filing, a prelimi- nary information statement relating to the Voting Proposals pursuant Charter Amendment and use its reasonable best efforts to Regulation 14C under furnish the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required to be included by Section 228 of the Delaware General Corporation Law. The Company shall provide all necessary information for inclusion SEC in the Information Statement on a timely basis and shall cooperate in and, after consultation with the preparation of the Information Statement. Stream shall Parent, to respond promptly to any comments of made by the SEC with respect to the preliminary information statement and shall use its commercially reasonable best efforts to have cause a definitive information statement (the "Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement Statement") to be mailed to its the Company's stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SECas soon as practicable. Stream shall The Company will notify the Company promptly upon Parent and the Purchas- er of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements supple- ments to the Information Statement, preliminary information statement and the Informa- tion Statement or for additional information and shall will supply the other Parent and the Purchaser with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information StatementStatement or the Merger. Whenever The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information state- ment and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there shall occur any event occurs which that is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of Company will prepare and mail to its stockholders such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such an amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECsupple- ment.

Appears in 1 contract

Sources: Merger Agreement (Joseph Littlejohn & Levy Fund Ii Lp)

Information Statement. As promptly as practicable after (a) Subject to Section 6.10(e), the execution of this Agreement, Stream, in cooperation with the Company, Company shall prepare and file with the SEC an Information Statement relating to SEC, as promptly as practicable (and no later than 10 Business Days) after the Voting Proposals pursuant to Regulation date of this Agreement, a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Written Consent and the Transaction and (ii) the notice of action by written consent required by Section 228(e) of the DGCL (such information statement, as amended or supplemented in accordance with the terms hereof, the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Law. The Investor shall furnish to the Company shall provide all necessary information for inclusion as may be reasonably requested concerning itself and its controlled Affiliates that is required to be included in the Information Statement on a timely basis pursuant to Applicable Law and shall cooperate promptly provide such other assistance in the preparation of the Information Statement. Stream shall respond Statement as may be reasonably requested by the Company from time to time. (b) Prior to the filing of the Information Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company shall provide the Investor and its counsel with a reasonable opportunity to review and to comment on such document or response, which the Company shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as consider in good faith. The Company shall promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly Investor upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information Statement and shall supply provide the other Investor with copies of all correspondence between such party or any of its representativesit, on the one hand, and the SEC or and its staff, on the other hand, relating to 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 Shares (as of the date the Written Consent is effective) as promptly as practicable after the first to occur of: (i) 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 (iii) expiration of the 10-day period after filing in the event the SEC does not review the Information Statement. (c) The Company agrees that the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act. Whenever The Company and the Investor agree, as to themselves only, that, at the time it is filed with the SEC, at the time it is first mailed to the holders of shares of Shares or at the time of any event occurs which is amendment or supplement thereof, the Information Statement will not contain any 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 therein, in light of the circumstances under which they are made, not misleading; provided, however, that no party assumes any responsibility with respect to any statements or information supplied by or on behalf of the other party, its Affiliates or its or their respective representatives for inclusion or incorporation by reference in the Information Statement. (d) If at any time prior to the Closing any information relating to the Company or the Investor, 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, Stream or the Company, as the case may be, party that discovers such information shall promptly inform notify the other of such occurrence party and cooperate in filing the Company shall prepare (with the SEC or assistance, if applicable, of the Investor) and mail to its staff, and/or mailing to stockholders of Stream, such an amendment or supplement, in each case, to the extent required by Applicable Law. The Company shall, as soon as practicable, furnish to Stream such information relative to Each of the Company and its Affiliates, including consolidated financial statements, as is required the Investor agrees to be included promptly (i) correct any information provided by it specifically for use in the Information Statement pursuant if and to the rules extent that such information shall have become false or misleading in any material respect and regulations of (ii) supplement the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on information provided by it specifically for use in the Information Statement prior to it being filed with include any information that shall become necessary in order to make the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to statements in the Information Statement, and all responses in light of the circumstances under which they were made, not misleading. (e) Notwithstanding anything herein to requests for additional information and replies the contrary, this Section 6.10 shall automatically cease to comments from be applicable if, within 10 Business Days after the SEC prior to their being filed with, or sent todate of this Agreement, the SECCompany is informed in writing by NASDAQ that the shareholder approval of the Transaction is not required under applicable NASDAQ rules.

Appears in 1 contract

Sources: Transaction Agreement (Rumble Inc.)

Information Statement. As promptly The Information Statement shall be filed by the Company with the Commission within ten Business Days of the date of the Closing and neither it nor any amendment or supplement thereto, as practicable after the execution so filed or mailed to stockholders of this Agreement, Stream, in cooperation with the Company, shall prepare and file contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Majority Consent that has become false or misleading. In connection with the SEC an Information Statement relating to and the Voting Proposals pursuant to Majority Consent, the Company shall comply in all respects with Regulation 14C under 14(c) of the Exchange Act (and the “Information Statement”), which such Information Statement will include all notices rules and information required by Section 228 of the Delaware General Corporation Lawregulations thereunder. The Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall cooperate in the preparation of the Information Statement. Stream shall respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt copy of any written comments received from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one handCommission, and the SEC or its staff, on the other handany written responses thereto, with respect to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment Statement within one Business Day of its receipt or supplement to the Information Statement, Stream or the Companydelivery thereof, as the case may be, and shall promptly inform use its best efforts to respond to such comments on, obtain Commission approval of and mail to the other stockholders of such occurrence and cooperate the Company the Information Statement as soon as possible following the date hereof. The Company shall notify the Investor in filing with writing at least five Business Days prior to the SEC or its staff, and/or date that is the last day of the 20-day period commencing on the mailing date of the Information Statement to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required contemplated by Rule 14c-2(b) with respect to be included in the Information Statement pursuant to and the rules and regulations Majority Consent, which notice shall specify the last day of such 20-day period. The limitation on the increase in the number of shares of Common Stock issuable upon the conversion into Common Stock of the SECNote as contained in Section 3(d) thereof (the "Conversion Share Limit") shall automatically terminate and be of no force or effect ab initio (the "Conversion Share Limit Termination") at the end of the 20-day period referenced above, and any such increases that would have occurred but for the effectiveness of the Conversion Share Limit shall be effected for all purposes. In connection After the Conversion Share Limit Termination, the transactions contemplated by this Agreement, including the issuance of the Note without any such limitation on the number of shares of Common Stock issuable upon conversion thereof, shall be in full compliance with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECAmex Stockholder Approval Requirements.

Appears in 1 contract

Sources: Senior Subordinated Secured Convertible Note and Warrant Purchase Agreement (Gse Systems Inc)