Preparation of the Proxy Statement Sample Clauses
The Preparation of the Proxy Statement clause outlines the responsibility for drafting and assembling the proxy statement required for shareholder meetings or votes. This clause typically specifies which party is tasked with preparing the document, the standards or regulations it must comply with (such as SEC rules), and the process for reviewing and finalizing its contents. By clearly assigning responsibility and setting expectations for the proxy statement's preparation, this clause ensures regulatory compliance and helps prevent disputes or delays in the shareholder communication process.
Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements.
(b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably...
Preparation of the Proxy Statement. The Company shall promptly prepare and file with the SEC the Proxy Statement and shall use its best efforts to (i) have the Proxy Statement cleared by the SEC and (ii) cause the Proxy Statement to be mailed to the stockholders of the Company at the earliest practicable date. Parent, Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company Common Stock entitled to vote at the Company Stockholders' Meeting at the earliest practicable time.
Preparation of the Proxy Statement. As soon as practicable ---------------------------------- following the date hereof, Company and Parent shall jointly prepare a proxy statement (the "Proxy Statement"), in accordance with the Exchange Act and the rules and regulations under the Exchange Act, with respect to the transactions contemplated hereby. Company, Parent and Merger Sub shall cooperate with each other in the preparation of the Proxy Statement. Company and Parent shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the stockholders of Company at the earliest practicable date.
Preparation of the Proxy Statement. Within one business day after the date hereof, Ableauctions shall prepare and file with the SEC a preliminary version of the Proxy Statement and will use all reasonable efforts to respond to the comments of the SEC in connection therewith and to furnish all information required to prepare the definitive Proxy Statement. Promptly after the date that the SEC has no additional comments to the Proxy Statement, Ableauctions shall cause the Proxy Statement to be mailed to its respective shareholders, and if necessary, after the definitive Proxy Statement shall have been mailed, promptly circulate amended, supplemented or supplemental proxy materials and, if required in connection therewith, re-solicit proxies or written consents, as applicable.
Preparation of the Proxy Statement. Aspen shall promptly prepare and file with the SEC a preliminary version of the Proxy Statement and will use its commercially reasonable efforts to respond to any comments of the SEC in connection therewith and to furnish all information required to prepare the definitive Proxy Statement. Aspen shall provide Buyer and its counsel with a reasonable opportunity to review drafts of the Proxy Statement and related materials, including comments of the SEC, and shall consider Buyer’s comments thereon in good faith. Buyer and each Seller shall furnish all information concerning itself as may be reasonably requested in connection with any such action. As promptly as practicable following the resolution of any comments of the SEC, Aspen shall cause the Proxy Statement to be mailed to its shareholders, and if necessary, after the definitive Proxy Statement has been mailed, promptly circulate amended, supplemented or supplemental proxy materials and, if required in connection therewith, re-solicit proxies. If at any time prior to the Closing, any party discovers any statement which, in light of the circumstances under which it is made, is false or misleading with respect to a material fact or omits to state a material fact necessary to make the statement made in the Proxy Statement not misleading, then such party shall immediately notify Buyer and Aspen of such misstatements or omissions. Aspen shall promptly advise Buyer of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.
Preparation of the Proxy Statement. As soon as reasonably practicable after the date hereof, but in no event later than 30 days after the date of this Agreement, the Company shall prepare for filing and file with the SEC a preliminary Proxy Statement and, if applicable, a related Schedule 13E-3, in a form reasonably satisfactory to Parent. The Company shall respond to comments and requests from the SEC, as appropriate, use all reasonable efforts to cause the Proxy Statement and, if applicable, Schedule 13E-3, to be cleared by the SEC, thereafter mail the Proxy Statement to its stockholders entitled thereto (subject to Section 1.7(a)), solicit proxies with respect to the Company Common Stock as contemplated thereby and appoint Persons to vote such proxies. The Company shall promptly deliver to Parent copies of any comments or requests with respect to the Proxy Statement that it receives from the SEC. Parent, Sub and the Company will consult and cooperate with each other in preparing such document and responding to such comments and requests and, without limiting the generality of the foregoing, Parent and Sub shall promptly furnish to the Company the information relating to them that the Exchange Act requires to be set forth in such document(s), and the Company shall cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act. The parties shall promptly correct any such information which contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading.
Preparation of the Proxy Statement. The Company shall as soon as practicable after the date hereof, but in no event later than 21 days following the execution of this Agreement, prepare and file a preliminary Proxy Statement with the SEC and shall use all commercially reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC. The Company shall notify Acquiror 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 Proxy Statement or for additional information and will supply Acquiror with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Stockholder Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Acquiror timely and reasonably objects unless the Company is required to do so by applicable law. Acquiror shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto.
Preparation of the Proxy Statement. The Company shall promptly prepare and file the Proxy Statement with the SEC. The Company shall use its reasonable best efforts to mail the Proxy Statement to its stockholders promptly as practicable thereafter.
Preparation of the Proxy Statement. (a) To the extent required to effect the Merger, the Company will, as promptly as practicable, prepare and file with the SEC the Proxy Statement in connection with the Company Requisite Vote with respect to the Merger. The Company shall use its reasonable efforts to cause the Proxy Statement to be "cleared" by the SEC for mailing to the stockholders of the Company as promptly as practicable after the filing thereof. Parent shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request in connection with such actions. Subject to Section 6.04, the Proxy Statement shall include the recommendation of the Company Board in favor of approval and adoption of this Agreement. Parent shall have the right to review the Proxy Statement and comment thereon before it is filed with the SEC. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date.
(b) Notwithstanding the foregoing, in the event that Purchaser shall acquire at least 90 percent of the then outstanding Shares, the parties hereto agree, at the request of Purchaser, subject to Article 7, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of the DGCL, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.
Preparation of the Proxy Statement. The Company shall promptly prepare and file with the SEC preliminary and final versions of the Proxy Statement and a Schedule 13E-3 relating to the Merger (the "Schedule 13E-3"). The Company shall use its best efforts to have the Proxy Statement cleared by the SEC and mailed to its stockholders at the earliest practicable date. The Company shall cooperate and consult with Parent with respect to the Proxy Statement and the Schedule 13E-3 and any related SEC comments. The Company covenants that (i) the Proxy Statement and the Schedule 13E-3 will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder and (ii) as of the date of mailing of the Proxy Statement and at the time of the meeting of the Company's stockholders to be held in connection with the Merger, the Proxy Statement and the Schedule 13E-3 will not contain any untrue statement of 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; provided that no representation is made by the Company with respect to any information included in the Proxy Statement and the Schedule 13E-3 regarding Parent or its Subsidiaries supplied by Parent in writing specifically for inclusion in the Proxy Statement and the Schedule 13E-3.