Common use of Preparation of Information Statement Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Credit Suisse/), Stock Purchase Agreement (Credit Suisse/)

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Preparation of Information Statement. (a) The Company shall, As promptly as soon as reasonably practicable following the date of this Agreement, RSOL shall prepare and file cause to be filed with the Bureau SEC a Schedule 14C Information Statement (the “Information Statement”) to be sent to the shareholders of RSOL relating to the RSOL Shareholder Approval, and RSOL shall use its commercially reasonable efforts to have the Information Statement become definitive under the Exchange Act as promptly as reasonably practicable after such filing. The Company shall furnish all information concerning it and its Affiliates, and provide such other assistance, as may be reasonably requested by RSOL in connection with the preparation, filing and distribution of the Information Statement, and the Information Statement shall include all information reasonably requested by such other party to be provided included therein. RSOL shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Company's stockholders in preliminary formInformation Statement and shall provide the Company with copies of all correspondence between it and its Representatives, on the one hand, and each the SEC, on the other hand. Each of RSOL and the Company and the Purchaser shall use its commercially reasonable efforts to respond as promptly as reasonably 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, SEC 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 the preliminary Information Statement (or any amendment or supplement thereto) or mailing the definitive 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 SEC with respect thereto, the Company RSOL (i) shall provide the Purchaser Company an opportunity to review and comment on such document or response and (including the proposed final version of such document or response), (ii) shall include in such document or response all reasonable comments reasonably proposed by the PurchaserCompany, and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. RSOL shall use its commercially reasonable efforts to comply with any other requirements under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.)

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 ’s stockholders in preliminary form, and each of the Company and the Purchaser Purchasers’ Representative 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 Purchasers’ Representative 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 Purchasers’ Representative with copies of all correspondence between the Company or any of its 30 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 Purchasers’ Representative reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company's ’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 Purchasers’ Representative 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 PurchaserPurchasers’ Representative.

Appears in 1 contract

Samples: Stock Purchase Agreement (Masco Corp /De/)

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 ’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 ’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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metaldyne Corp)

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Preparation of Information Statement. (a) The Company shall, as As soon as practicable following ------------------------------------ after the date execution of this Agreement, prepare and file the Company shall prepare, with the Bureau the cooperation of Parent, an Information Statement to be provided to for the Company's stockholders in preliminary form, and each Members of the Company to approve this Agreement, the Agreement of Merger and the Purchaser transactions contemplated hereby and thereby. The Information Statement shall use its commercially reasonable efforts to respond as promptly as practicable to any comments constitute a disclosure document for the offer and issuance of the Bureau, or its upper body, the Finance Services Agency (the "FSA") with respect thereto. The Company shall notify the Purchaser promptly shares of the receipt Parent Common Stock and other securities of any comments from the Bureau, the FSA or their staff and of any request Parent to be received by the Bureau or holders of Company Membership Interests in the FSA or their staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information Merger. Parent 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 each use its commercially reasonable best efforts to cause the Information Statement to be mailed comply with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the Company's stockholders as promptly as practicable after filing other such information concerning its business and financial statements and affairs as, in the reasonable judgment of Parent 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 Bureauother's counsel and auditors in the preparation of the Information Statement. Notwithstanding The Company will promptly advise Parent, and Parent will promptly advise the foregoingCompany, in writing if at any time prior to filing the Effective Time either the Company or mailing 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 any other Company Disclosure Document (incorporated by reference therein not misleading or any amendment or supplement thereto) or responding to any comments comply with applicable law. Subject to the provisions of Section 7.1, the Information Statement shall contain the recommendation of the Bureau managers of the Company that the Company Members approve the Merger and this Agreement, and the FSA with respect theretoconclusion of the managers that the terms and conditions of the Merger are fair and reasonable to the Members of the Company. Anything to the contrary contained herein notwithstanding, the Company (i) shall provide the Purchaser an opportunity to review and comment on such document or response and (ii) 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 document or response all reasonable comments proposed by the Purchaserinclusion.

Appears in 1 contract

Samples: Pemstar Inc

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 ’s stockholders in preliminary form, and each of the Company and the Purchaser Purchasers’ Representative 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 Purchasers’ Representative 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 Purchasers’ Representative 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 Purchasers’ Representative reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company's ’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 Purchasers’ Representative 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 PurchaserPurchasers’ Representative.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metaldyne Corp)

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