Proxy and Registration Statements Sample Clauses
The "Proxy and Registration Statements" clause outlines the requirements and procedures for preparing, filing, and distributing proxy statements and registration statements in connection with corporate actions such as shareholder meetings or securities offerings. In practice, this clause typically specifies which party is responsible for drafting these documents, the standards they must meet (such as compliance with SEC regulations), and the process for review and approval by relevant stakeholders. Its core function is to ensure that all necessary disclosures are made to shareholders and regulatory authorities, thereby promoting transparency and legal compliance during significant corporate transactions.
Proxy and Registration Statements. The Company Proxy Statements and the Registration Statements, and any amendments or supplements thereto will, when filed, comply in all material respects with the applicable requirements of the Exchange Act and Securities Act, as applicable. At the time of filing the Company Proxy Statements and the Registration Statements with the SEC, at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and Supporting Noteholders, at the time such stockholders vote on the Company Stockholder Approvals or purchase shares pursuant to the Rights Offering or the Supporting Noteholders vote on the Consent or tender into the Exchange Offer, as applicable, the Company Proxy Statements and the Registration Statements, as supplemented or amended, if applicable, shall not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Proxy and Registration Statements. None of the information supplied or to be supplied by Bristol or any of its representatives for inclusion or incorporation by reference in the Proxy Statement or the Registration Statements will at the time such Proxy Statement or Registration Statements are filed with the SEC and at the time of the mailing of the Proxy Statement or Registration Statements to the stockholders of FelCor and Bristol contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of its circumstances under which they were made, not misleading. No representation is made by Bristol with respect to statements made in the Proxy Statement or Registration Statements based on information supplied by FelCor or any of its Affiliates for inclusion therein, or with respect to information concerning FelCor or any of its Subsidiaries incorporated by reference therein.
Proxy and Registration Statements. In connection with the transactions contemplated by this Agreement:
(a) Promptly after the date hereof, LTC shall prepare and file with the Securities and Exchange Commission a proxy statement to be mailed to LTC's shareholders in connection with the meeting to be called to consider the Merger and shall provide PLL with such copies thereof as it may request. Contemporaneously with the IPO process described in Section 7.16, PLL shall file with the Securities and Exchange Commission the Registration Statement to register under the Securities Act the Merger Securities to be issued to the holders of the LTC Common and shall provide LTC with the necessary copies of the prospectus included as a part of the Registration Statement (the "Prospectus") for the shareholders of LTC at the earliest practicable date after the effective date of the Registration Statement and prior to the Closing. PLL shall file all such amendments to the Registration Statement as shall be necessary to keep it current and effective until the Merger Securities have been distributed.
(b) In connection with the preparation of the Registration Statement and the Proxy Statement (i) LTC shall also provide to PLL in writing all information relating to LTC or its Subsidiaries and the management, operations and finances of any of them which may be advisable or necessary to include in the Registration Statement or any amendment thereto as may be necessary to keep it current and effective until the distribution of the Merger Securities, none of which information, with respect to the subject matter thereof shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) PLL shall provide LTC in writing with all information relating to PLL or its Subsidiaries and the management, operations and finances of any of them which may be advisable or necessary to include in the Registration Statement or any amendment thereto as may be necessary to keep it current and effective until the distribution of the Merger Securities, none of which information, with respect to the subject matter thereof shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not mis...
Proxy and Registration Statements. None of the information supplied or to be supplied by FelCor or any of its representatives for inclusion or incorporation by reference in the Proxy Statement or the Registration Statements will at the time such Proxy Statement or Registration Statements are filed with the SEC and at the time of the mailing of the Proxy Statement or Registration Statements to the stockholders of FelCor and Bristol contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of
Proxy and Registration Statements