Proxy Filing Sample Clauses
The Proxy Filing clause allows one party to submit required documents or filings on behalf of another party, typically in situations where the original party is unable or unavailable to do so themselves. For example, in corporate or securities contexts, a company may file regulatory documents on behalf of shareholders or other stakeholders. This clause ensures that necessary filings are completed in a timely manner, preventing delays or non-compliance due to logistical or administrative obstacles.
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Proxy Filing. (a) The Company shall prepare and file with the SEC, as promptly as reasonably practicable after the Agreement Date (and no later than twenty five (25) Business Days after the Agreement Date), a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). Except as expressly permitted to make a Change of Recommendation pursuant to (and in compliance with) Section 5.3(e), (i) the Company Board shall recommend that the holders of Company Common Stock vote in favor of the adoption of this Agreement at the Stockholders Meeting and (ii) shall include the Company Board Recommendation in the Proxy Statement. The Company shall not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent and its counsel a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered in good faith by the Company). The Company agrees that all information relating to Parent or Merger Subsidiary included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably. Each of Parent and the Company shall provide the other with the information contemplated by Section 5.6(b) and shall otherwise reasonably assist and cooperate with the other in connection with any of the actions contemplated by this Section 5.4, including the preparation, filing and distribution of the Proxy Statement and the resolution of any comments in respect thereof received from the SEC.
(b) The Company shall promptly notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received in respect of the Proxy Statement by the SEC, and the Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement (and in any event no later than twenty (20) days before the Stockholder Meeting). The Company shall ensure that...
Proxy Filing. The Company shall prepare and file with the SEC, within ten (10) business days after the date of this Agreement, a proxy statement in preliminary form relating to the Stockholders Meeting (as defined in Section 7.6) (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the staff of the SEC advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement.
Proxy Filing. The Company shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (and in any event within 20 business days), a proxy statement in preliminary form relating to the Stockholders Meeting (as defined in Section 6.4) (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”) and, subject to Section 6.2, shall include the Company Recommendation in the Proxy Statement. The Company will provide Parent and its legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement and other documents related to the Stockholders Meeting prior to filing such documents with the applicable Governmental Entity and mailing such documents to the Company’s stockholders. The Company will consider in good faith for inclusion in the Proxy Statement and such other documents related to the Stockholders Meeting all comments reasonably and promptly proposed by Parent or its legal counsel and the Company agrees that all information relating to Parent and its Subsidiaries included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably.
Proxy Filing. The Company shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (and in any event no later than 15 business days), a proxy statement in preliminary form relating to the Stockholders Meeting (as defined in Section 6.4) (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”) and, subject to Section 6.2, shall include the Company Recommendation in the Proxy Statement. Each of Parent and the Company shall provide the other with the information contemplated by Section 6.5(c) and shall otherwise reasonably assist and cooperate with the other in connection with any of the actions contemplated by this Section 6.3, including the preparation, filing and distribution of the Proxy Statement and the resolution of any comments in respect thereof received from the SEC.
Proxy Filing. The Company shall prepare and file with the Commission, no later than ten (10) days after the Closing Date, a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act. The Company shall promptly notify Purchaser upon the receipt of any comments from the Commission, and shall use its reasonable best efforts to respond as promptly as practicable to any comments from the Commission. Notwithstanding the foregoing, prior to filing the Proxy Statement or responding to any comments of the Commission with respect thereto, the Company (i) shall provide Purchaser a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by Purchaser, and (iii) to the extent permitted by law and acceptable to the Commission, shall permit Purchaser and its representatives the opportunity to participate in any meeting with the Commission regarding the Proxy Statement or any matters relating to the Stockholder Approval. The Company shall, upon Purchaser’s written request (email sufficient), keep Purchaser reasonably updated with respect to the proxy solicitation results. The Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the staff of the SEC advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement.
Proxy Filing. Prior to the Closing Date, CSRV shall have convened a Special Meeting of its stockholders for the purposes of ratifying and approving of the Divestiture and business combination with Uniloc and the matters attendant thereupon (the "Special Meeting"). In connection with the Special Meeting, CSRV shall: (i) cause a preliminary proxy statement to be prepared and filed with the Securities and Exchange Commission (the "SEC"); (ii) respond to and comply with any and all comments received from the SEC; and (iii) have implemented such stockholder mailing(s) as shall have been required by Section 14 of the Exchange Act. The Special Meeting proxy statement shall include, inter alia: (i) ratification and approval of the Exchange; (ii) ratification and approval of a reverse split of all issued and outstanding CSRV Shares on such terms and conditions as Uniloc's Board of Directors shall determine on up to a one for five basis; (iii) authorize an amendment to CSRV's Certificate of Incorporation changing CSRV's name to Uniloc, Inc. or such other name as Uniloc's Board of Directors shall elect, changing the authorized capital to 100,000,000 shares of Common Stock and creating a class of "blank check" preferred stock on such terms and conditions as Uniloc's Board of Directors shall determine; (iii) authorizing the creation of an incentive and non-incentive stock option plan on such terms and conditions as Uniloc's Board of Directors shall determine; and (iv) ratification and approval of an agreement that 50% of the shares of Common Stock the CSRV Shareholders which are eligible for trading shall be subject to a lock-up agreement for a period of five months after the Closing.
Proxy Filing. The first sentence of Section 13.3.1 of the Original Agreement shall be deemed deleted and the following sentence shall be inserted in its place and stead: "As soon as practicable following the date of this Agreement, but in no event later than July 20TH, or as soon thereafter as practicable, Contributor Parent shall prepare and file with the SEC a proxy statement."
Proxy Filing. The Company shall prepare and file with the Commission, by no later than May 24, 2017, a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act. The Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the staff of the SEC advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement.