Joint Proxy Statement and Registration Statement Clause Samples
The Joint Proxy Statement and Registration Statement clause outlines the requirements and procedures for preparing and distributing a combined document that serves both as a proxy statement for shareholder meetings and as a registration statement for securities law compliance. In practice, this clause typically applies in the context of mergers or acquisitions, where both companies involved must provide shareholders with detailed information about the transaction and register new securities to be issued. Its core function is to streamline the disclosure process, ensuring that all necessary legal and regulatory information is communicated efficiently to shareholders and regulatory bodies, thereby facilitating informed decision-making and compliance with applicable laws.
Joint Proxy Statement and Registration Statement. (i) Parent and Company shall cooperate to prepare the Registration Statement and the Joint Proxy Statement and shall use commercially reasonable efforts to file the Registration Statement and Joint Proxy Statement with the SEC within fifteen (15) days of the date of this Agreement. Each Party shall provide the other party with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. Notwithstanding anything to the contrary herein, before filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and Company shall provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other party.
(ii) Parent and Company shall cooperate to respond as promptly as reasonably practical to any correspondence from the SEC, including without limitation any comments or any requests for amendments or supplements to the Registration Statement or the Joint Proxy Statement, and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing and to maintain such effectiveness for so long as necessary to consummate the Merger as promptly as practicable.
(iii) Subject to applicable Laws, Parent and Company each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation, filing, and maintenance of the effectiveness of the Joint Proxy Statement and the Registration Statement as provided for hereunder.
(iv) Each of Parent and Company agree to promptly notify the other party of and correct any information provided by it for use in the Joint Proxy Statement or the Registration Statement which shall have become false or misleading in any material respect.
(v) Each of Parent and Company shall cause the Joint Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC.
(vi) If at any time prior to the Effective Time any event occurs or any information changes that is req...
Joint Proxy Statement and Registration Statement. API and ZERO will prepare and file with the SEC the Registration Statement and the Proxy Statement as soon as reasonably practicable after the date of this Agreement. API and ZERO shall use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing. API and ZERO shall also take such action as may be reasonably required to cause the shares of API Common Stock issuable pursuant to the Merger to be registered or to obtain an exemption from registration or qualification under applicable state "blue sky" or securities Laws; provided, however, that API shall not be required to qualify as a foreign corporation or to file any general consent to service of process under the Laws of any jurisdiction or to comply with any other requirements deemed by API to be unduly burdensome. Each party to this Agreement will furnish to the other parties all information concerning itself as each such other party or its counsel may reasonably request and which is required or customary for inclusion in the Proxy Statement and the Registration Statement.
Joint Proxy Statement and Registration Statement. The Joint Proxy Statement and the Registration Statement and any other document to be filed by JEI with the SEC under the Exchange Act or the Securities Act will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and will not, on the date of its filing or, in the case of the Joint Proxy Statement, at the date it is mailed to stockholders of JEI, at the time of the JEI Stockholders Meetings and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by JEI with respect to information supplied by or on behalf of CRC expressly for inclusion therein and information incorporated by reference therein from documents filed by CRC or any of the CRC Acquired Subsidiaries with the SEC.
Joint Proxy Statement and Registration Statement