Preparation of Information Statement. As soon as practicable after the execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an Information Statement for the Shareholders to approve this Agreement, the Agreement of Merger and the transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock and cash to be received by the holders of Company Capital Stock in the Merger. Parent and the Company shall each use all commercially reasonable efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to 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, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. 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 obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement 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 the Company that the Shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.
Preparation of Information Statement. As promptly as practicable after the date of this Agreement (and in no event more than five (5) Business Days after the date of this Agreement) and in compliance with applicable law and the Company’s Certificate of Incorporation and bylaws, the Company will prepare an information statement, which will be subject to Parent’s review and approval (which review and approval will not be unreasonably withheld or delayed) to provide notice and a description of the approval of this Agreement, the Merger and the Transactions by the Company’s board of directors and the Company’s stockholders and a description of the Company stockholders’ appraisal or similar rights in regard to the Merger under applicable law (the “Information Statement”). The Company will: (i) cause the Information Statement to comply with applicable law and the Company’s Certificate of Incorporation and bylaws; (ii) include in the Information Statement all changes reasonably proposed by Parent; (iii) ensure that the Information Statement will not contain, at or prior to the date of the mailing, any untrue statement of a material fact and will not 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, and (iv) cause the Information Statement to be mailed to the Company’s stockholders of record as of the date of this Agreement as promptly as practicable following the date of this Agreement. Without limiting the foregoing, Parent shall provide for inclusion in the Information Statement any information reasonably required to be provided by it to the Company Stockholders in order for the issuance of Parent Shares to the Company Stockholders to comply with the requirements of the Securities Act and will ensure that such information will not contain any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein not misleading.
Preparation of Information Statement. As promptly as reasonably practicable after the Execution Date, Purchaser Parent will prepare and file with the Securities and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the Purchaser Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form. The Parties will cooperate with each other in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Parties promptly after it receives notice of any request by the Securities and Exchange Commission for amendment of the Information Statement or comments thereon and responses thereto or requests by the Securities and Exchange Commission for additional information. If at any time prior to the date that is twenty (20) calendar days after the Information Statement is first mailed to holders of Purchaser Parent common stock, any information relating to the Parties, or any of their respective Affiliates, ...
Preparation of Information Statement. The Company shall, as promptly as practicable, prepare and file a preliminary Information Statement with the SEC and shall use its reasonable good faith efforts to respond to any comments of the SEC and to cause the Information Statement to be mailed to the Company's stockholders at the earliest practicable time. Each of the parties hereto shall supply such information reasonably requested by the Company (or in the case of the Company, as is necessary) in its possession for inclusion in the Information Statement. The Company will notify FKWW and FKW Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Information Statement or for additional information and will supply FKWW and FKW Sub with copies of all correspondence between 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 Information Statement or the Merger.
Preparation of Information Statement. (a) The Company shall, as soon as practicable following the date of this Agreement, prepare and file with the Bureau the Information Statement to be provided to the Company's stockholders in preliminary form, and each of the Company and the Purchaser shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the "FSA") with respect thereto. The Company shall notify the Purchaser promptly of the receipt of any comments from the Bureau, the FSA or their staff and of any request by the Bureau or the FSA or their staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Bureau, the FSA or their staff, on the other hand, with respect to the Information Statement or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchaser reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the Bureau. Notwithstanding the foregoing, prior to filing or mailing the Information Statement or any other Company Disclosure Document (or any amendment or supplement thereto) or responding to any comments of the Bureau and the FSA with respect thereto, the Company (i) shall provide the Purchaser an opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by the Purchaser.
Preparation of Information Statement. 32 5.4 Shareholders Meeting or Consent Solicitation................. 33 5.5 Access to Information........................................ 33 5.6 Confidentiality.............................................. 33 5.7 Public Disclosure............................................ 34 5.8 Consents; Cooperation........................................ 34 5.9
Preparation of Information Statement. (a) As soon as practicable after the execution of this Agreement, each of Acquiror and Target shall prepare a solicitation statement for the solicitation of approval of the shareholders of each of Target and Acquiror describing this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Target and Acquiror shall provide such information about each other as Acquiror, Target and their counsel shall reasonably request. The information supplied by Target for inclusion in the Information Statement to be sent to the shareholders of Target, and in any other document filed by Acquiror with the Securities and Exchange Commission, shall not, on the date the Information Statement is first mailed to Target's shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any 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 are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror that is contained in any of the foregoing documents. The information supplied by Acquiror for inclusion in the Information Statement shall not, on the date the Information Statement is first mailed to Target's shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied by Target that is contained in any of the foregoing documents.
Preparation of Information Statement. (a) The Company shall, as soon as is reasonably practicable (but in any event within 15 business days after the date hereof), prepare and file with the SEC the Information Statement in preliminary form, and each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Information Statement or for additional information and shall supply Parent with copies of all correspondence between 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 Information Statement. Notwithstanding the foregoing, prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent with a reasonable opportunity to review and comment on such document or response and (ii) shall reasonably consider all comments reasonably proposed by Parent. The Company shall cause the Information Statement to be mailed to its stockholders as promptly as practicable after the Information Statement is cleared by the SEC (or the SEC notifies the Company that it will not review the Information Statement).
Preparation of Information Statement. As soon as practicable after the execution of this Agreement, theglobe shall prepare, with the cooperation of the Company and the Sellers, an Information Statement (the "Information Statement") to be distributed to the Stockholders (other than the Sellers) which shall constitute a disclosure document for the offer and sale of the shares of theglobe Common Stock to be received by the Stockholders in the Merger. theglobe, the Company and each of the Sellers shall each use reasonable efforts to cause the Information Statement to comply with applicable federal and state securities laws. The Company agrees to provide promptly to theglobe such information concerning its business and financial statements and affairs and otherwise as, in the reasonable judgment of theglobe or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and the Company further agrees to cause its counsel and auditors to cooperate with theglobe's counsel and auditors in the preparation of the Information Statement. The Company and each of the Sellers will promptly advise theglobe orally and in writing if at any time prior to the Effective Time any of them shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained in or incorporated by reference therein not misleading or to comply with applicable law.
Preparation of Information Statement. (a) As promptly as practicable after the execution of this Agreement, MMAX will prepare and file with the SEC and mail to its stockholders a notice that complies with Rule 14F-1 under the Exchange Act and will prepare and use commercially reasonable efforts to file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other federal, state or foreign laws relating to the Merger and the transactions contemplated by this Agreement. MMAX and HP shall promptly supply the other with any information, which may be required in order to effectuate any filings pursuant to this Section 5.04.
