Preparation of the Proxy Statement; Company Stockholders Meeting Clause Samples
This clause outlines the responsibilities and procedures for preparing the proxy statement and convening the company's stockholders meeting in connection with a proposed transaction, such as a merger or acquisition. It typically requires the company to draft and file the proxy statement with regulatory authorities, ensure its accuracy, and distribute it to shareholders in advance of the meeting. The clause also sets forth the timing and logistics for holding the stockholders meeting to vote on the transaction. Its core function is to ensure that shareholders receive all necessary information and have a formal opportunity to approve or reject the proposed deal, thereby facilitating transparency and compliance with legal requirements.
Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05), the Company shall prepare and file a preliminary Proxy Statement with the SEC. Subject to Section 5.04, the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning it and its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions.
(b) If, at any time prior to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discover...
Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, and in any event, no later than forty-five (45) Business Days after the date of this Agreement, unless the Parties otherwise agree in writing, unless the Company Board has made a Company Adverse Recommendation Change in accordance with Section 5.03, the Company shall prepare and cause to be filed with the SEC a proxy statement to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”) in preliminary form. Parent shall furnish all information concerning itself and its Affiliates to the Company, and provide such other assistance, as may be reasonably requested by the Company or its outside legal counsel in connection with the preparation, filing and distribution of the Proxy Statement.
(b) The Company agrees that (i) assuming the truth, accuracy and completeness of the information supplied in writing to the Company by Parent for inclusion or incorporation by reference in the Proxy Statement (subject to any necessary amendment or supplement pursuant to Section 6.01(e)), the Proxy Statement will not, at the date it is first mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting (subject to any necessary amendment or supplement pursuant to Section 6.01(f)), contain any untrue statement of a 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 and (ii) assuming the truth, accuracy and completeness of the information supplied in writing to the Company by Parent for inclusion or incorporation by reference in the Proxy Statement (subject to any necessary amendment or supplement pursuant to Section 6.01(e)), the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Parent and Merger Sub agree that none of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the Company Stockholders and at the time of the Company Stockholders Meeting (subject to any necessary amendment or supplement pursuant to Section 6.01(e)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or ...
Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As soon as practicable following the date hereof, the Company and Parent shall prepare the Proxy Statement. The Company will, as soon as practicable following the date hereof, file the Proxy Statement with the SEC. The Company will use all commercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date.
(b) The Company will, as soon as practicable following the date hereof, duly call, give notice of, convene and hold a meeting of the Company's stockholders for the purpose of approving this Agreement and the transactions contemplated hereby. At such stockholders meeting, Parent shall cause all of the shares of Company Common Stock then owned by Parent and Sub to be voted in favor of the Merger.
(c) Sub shall promptly submit this Agreement and the transactions contemplated hereby for approval and adoption by Parent, as its sole stockholder, by written consent.
Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC, preliminary proxy materials relating to the Company Stockholder Approval. As promptly as practicable following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and cause the Proxy Statement to be mailed to its stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to (x) comply as to form with all applicable SEC requirements, and (y) otherwise comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Authority, the Company shall provide Parent (which term shall in all instances in this Section 5.1 also include Parent’s counsel) with reasonable opportunity to review and comment on each such filing in advance (and shall consider in good faith Parent’s views with respect thereto).
(b) The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional/supplemental information, and will 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 Proxy Statement. The Company shall consult with Parent prior to responding to any comments or inquiries by the SEC with respect to the Proxy Statement, shall provide Parent with reasonable opportunity to review and comment on any such written response in advance (and shall consider in good faith the views of Parent with respect to each such written or oral response). Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent of such occurrence, provide Parent with reasonable opportunity to review and comment on any such amendment or supple...
Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, Universal, in consultation with ▇▇▇▇▇▇, shall prepare and file with the SEC a preliminary Proxy Statement. All information in the Proxy Statement concerning ▇▇▇▇▇▇ shall be submitted to ▇▇▇▇▇▇ for its approval prior to filing with the SEC or mailing to stockholders. Universal shall use all reasonable efforts to respond to any comments of the SEC regarding the Proxy Statement. Universal will use commercially reasonable efforts to cause the Proxy Statement to be mailed to Universal's stockholders as promptly as practicable. Universal will notify ▇▇▇▇▇▇ promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and Universal will supply ▇▇▇▇▇▇ with copies of all correspondence between Universal or any of its representatives and the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, Universal shall promptly inform ▇▇▇▇▇▇ of such occurrences and shall use commercially reasonable efforts to promptly file with the SEC and/or mail to the stockholders of Universal such amendment or supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Universal in favor of the transactions set forth herein. Universal shall also take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the completion of the transaction hereunder and will pay all expenses incident thereto. Notwithstanding the foregoing, Universal shall not be required to mail the Proxy Statement to its Shareholders until (a) ▇▇▇▇▇▇ has received a commitment letter for the financing required to complete the transactions contemplated herein or (b) Universal is otherwise reasonably satisfied as to the terms and availability of such financing.
(b) Universal will, as soon as practicable following the date of this Agreement (but in no event sooner than 20 business days following the date the Proxy Statement is mailed to the stockholders of Universal), convene and hold a meeting of its stockholders (the "Universal Stockholders Meeting") for the purpose of obtaining such approval of the transactions set forth herein of Universal's stockholders as may be required by any Rule. Universal will, through ...
Preparation of the Proxy Statement; Company Stockholders Meeting. As soon as practicable following the date hereof, the Company and Parent shall prepare the Proxy Statement. The Company will, as soon as practicable following the date hereof, file the Proxy Statement with the SEC. The Company will use all commercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date.