Preparation of Form S. 4 AND THE JOINT PROXY STATEMENT; INFORMATION ------------------------------------------------------------------ SUPPLIED. (a) As soon as practicable following the date of this Agreement, the -------- Company and Evergreen shall prepare and file with the SEC the Joint Proxy Statement and Evergreen shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of the Company and Evergreen shall use its best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use its best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, and Evergreen will use its best efforts to cause the Joint Proxy Statement to be mailed to Evergreen's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Evergreen shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or take any action that would subject it to the service of process in suits, other than as to matters and transactions relating to the Form S-4, in any jurisdiction where it is not so subject) required to be taken under any applicable state securities laws in connection with the issuance of Evergreen Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of the Shares as may be reasonably requested in connection with any such action.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ginsburg Scott K), Agreement and Plan of Merger (Ginsburg Scott K), Agreement and Plan of Merger (Evergreen Media Corp)
Preparation of Form S. 4 AND THE JOINT PROXY STATEMENTand the Joint Proxy Statement; INFORMATION ------------------------------------------------------------------ SUPPLIEDStockholder Meetings. (a) As soon as practicable Promptly following the date execution of this Agreement, the -------- Company and Evergreen Parent shall prepare and file with the SEC the Joint Proxy Statement Statement, and Evergreen Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of the Company and Evergreen Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, and Evergreen Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to EvergreenParent's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Evergreen shall also take any action (other than qualifying The information provided and to do business be provided by Parent, Sub and the Company, respectively, for use in any jurisdiction in which it is not now so qualified or take any action that would subject it to the service of process in suits, other than as to matters and transactions relating to the Form S-4S-4 shall, at the time the Form S-4 becomes effective and on the dates of each of the Company Stockholder Meeting and the Parent Stockholder Meeting, be true and correct in all material respects and shall not omit to state any jurisdiction where it is not so subject) material fact required to be taken under stated therein or necessary in order to make such information not misleading, and the Company, Parent and Sub each agree to correct immediately upon the discovery thereof any applicable state securities laws in connection with the issuance of Evergreen Common Stock information provided by it for use in the Merger and the Company Form S-4 which shall furnish all information concerning the Company and the holders of the Shares as may be reasonably requested in connection with any such actionhave become false or misleading.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Designer Holdings LTD), Agreement and Plan of Merger (Charterhouse Equity Partners Ii Lp), Agreement and Plan of Merger (Motor Club of America)
