Merger Proxy Clause Samples
A Merger Proxy clause outlines the requirements and procedures for preparing and distributing a proxy statement to shareholders in connection with a proposed merger. This clause typically specifies the information that must be included in the proxy materials, such as details about the merger terms, potential conflicts of interest, and financial disclosures, and sets forth the timeline for delivery to shareholders prior to a vote. Its core practical function is to ensure that shareholders receive all necessary information to make an informed decision about approving the merger, thereby promoting transparency and compliance with securities regulations.
Merger Proxy. The Parent shall as soon as reasonably practicable prepare and file where appropriate or required, a proxy for approval for distribution to the Parent's shareholders to approve the Merger, the amendment of the Parent's certificate of incorporation to increase the authorized number of shares and the terms of this Agreement. The Company shall assist the Parent in the preparation of the proxy materials and have the right to review and reasonably approve the proxy prior to its distribution to the Parent's shareholders. ..................................................................
Merger Proxy. (a) As promptly as reasonably practicable following the date of this Agreement, Convera shall prepare and file with the SEC the Proxy Statement seeking Convera stockholders’ approval of the Merger (the “Merger Proxy”). The Merger Proxy shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.
(b) Convera shall, as promptly as practicable following the receipt thereof, provide B2B and FL copies of any written comments and advise them of any oral comments, with respect to the Merger Proxy received from the SEC.
(c) Convera shall use its reasonable best efforts to ensure the Merger Proxy to be mailed to Convera’s stockholders following clearance by the SEC.