Proxy/Information Statement. As soon as practicable after the --------------------------- execution of this Agreement, the Company shall prepare and file with the SEC under the Exchange Act, and shall use its reasonable best efforts to have cleared by the SEC both a proxy statement (the "Proxy Statement") for the Special Meeting, if required by law, and the Information Statement, for use if a Special Meeting is not so required, and as soon as possible thereafter disseminate to its stockholders the Proxy Statement or the Information Statement as appropriate. Parent and Purchaser shall provide such assistance, information and cooperation to the Company as is reasonably required to describe Parent or Purchaser for purposes of the Proxy Statement and Information Statement. The Company will provide Parent, Purchaser and their counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Proxy Statement or Information Statement promptly after the receipt thereof and will provide Parent, Purchaser and their counsel with a copy of any written responses and telephonic notification of any oral responses of the Company or its counsel. Parent, Purchaser and their counsel shall be given an opportunity to review and comment on the Proxy Statement and Information Statement and any amendments or supplements thereto prior to the filing thereof with the SEC. The Company will not mail any Proxy Statement or Information Statement, or any amendment or supplement thereto, to which the Parent reasonably objects.
Proxy/Information Statement. As soon as practicable after the Closing, Parent shall cause its shareholders to approve and adopt of the following matters (the “Stockholder Matters”):
Proxy/Information Statement. The Company shall afford Parent a reasonable opportunity to review and comment on the Proxy/Information Statement prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Parent. The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy/Information 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/Information Statement and shall provide Parent an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Parent. Parent and the Company shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy/Information Statement from the SEC. To the extent required by applicable Law in good faith judgment of the Company, the Company shall, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the Proxy/Information Statement, as applicable, if any event shall occur that requires such action.
Proxy/Information Statement. If stockholder approval of the Merger is required by law or the Company's Amended and Restated Articles of Incorporation (as amended), as promptly as practicable, the Company will prepare and file a preliminary Proxy/Information Statement with the Commission and will use its best efforts to respond to the comments of the Commission in connection therewith and to furnish all information required to prepare the definitive Proxy/Information Statement (including, without limitation, financial statements and supporting schedules and certificates and reports of independent public accountants). Promptly after the expiration or termination of the Offer, if required by the VSCA or the Company's Amended and Restated Articles of Incorporation (as amended) in order to consummate the Merger, the Company will cause the definitive Proxy/Information Statement to be mailed to the stockholders of the Company and, if necessary, after the definitive Proxy/Information Statement
Proxy/Information Statement. If stockholder approval of the Merger is --------------------------- required by law or the Company's Amended and Restated Articles of Incorporation (as amended), as promptly as practicable, the Company will prepare and file a preliminary Proxy/Information Statement with the Commission and will use its best efforts to respond to the comments of the Commission in connection therewith and to furnish all information required to prepare the definitive Proxy/Information Statement (including, without limitation, financial statements and supporting schedules and certificates and reports of independent public accountants). Promptly after the expiration or termination of the Offer, if required by the VSCA or the Company's Amended and Restated Articles of Incorporation (as amended) in order to consummate the Merger, the Company will cause the definitive Proxy/Information Statement to be mailed to the stockholders of the Company and, if necessary, after the definitive Proxy/Information Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. The Company will not use any proxy materials in connection with the meeting of its stockholders without Parent's prior approval, which approval shall not be unreasonably withheld. The Proxy/Information Statement will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the Commission and on the date first sent to the Company's stockholders, shall not 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 were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent and Sub for inclusion in the Proxy/Information Statement.
Proxy/Information Statement. As soon as practicable after the date hereof, the Company shall prepare a proxy or information statement, which shall be acceptable to counsel to the Purchaser, to take stockholder action on the Merger and this Agreement (the "Proxy/Information Statement"), and promptly mail the Proxy/Information Statement to all holders of record (as of the applicable record date) of shares of Company Common Stock. The Company represents and covenants that the Proxy/Information Statement and any amendment or supplement thereto, at the date of mailing to stockholders of the Company and the date of the Stockholder Meeting or execution of a written consent, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Purchaser and the Company shall cooperate with each other in the preparation of the Proxy/Information Statement.
Proxy/Information Statement. Seller and the Significant Stockholders acknowledge that the Buyer Common Stock has not been and will not prior to issuance be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the private offering exemption contained in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. In connection with the transactions contemplated hereby, Seller will prepare and distribute to the Stockholders a proxy statement (or information statement in the case of a consent solicitation) (the "Proxy/Information Statement") for the purpose of soliciting the requisite approval of the Merger. The Proxy/Information Statement includes all the information with respect to Seller or the Stockholders required under Items 6, 17 and 18 of Form S-4 under the Securities Act and with respect thereto does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Proxy/Information Statement. As soon as practicable after the Closing, Qorus shall cause its shareholders to approve and adopt of the following matters (the "Stockholder Matters"):
Proxy/Information Statement. None of the information supplied or to be supplied by I BHC, I Bank or any of their respective directors, officers, employees or agents for inclusion or incorporation by reference in the proxy and/or information statement to be sent to the shareholders of I BHC in connection with the Merger (“Proxy/Information Statement”) will, at the date the Proxy/Information Statement is mailed to the shareholders of I BHC and, as the Proxy/Information Statement may be amended or supplemented, at the time of the I BHC shareholders’ meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to I BHC necessary in order to make the statements therein with respect to I BHC, in light of the circumstances under which they are made, not misleading. All documents that I BHC is responsible for filing with any Regulatory Agency in connection with the Merger will comply, with respect to I BHC, in all material respects with the provisions of applicable law.
Proxy/Information Statement. Seller and the Majority Members acknowledge that the WatchGuard Stock has not been and will not prior to issuance be registered under the Securities Act and will be issued in reliance on the private offering exemptions contained in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. In connection with the transactions contemplated hereby, Seller has prepared and distributed to its members a proxy statement (or information statement, in the case of a consent solicitation) (the "Proxy/Information Statement") for the purpose of soliciting the requisite approval of the transactions contemplated hereunder. The Proxy/Information Statement includes all of the information with respect to Seller and the transactions contemplated hereby required under Items 6, 17, and 18 of Form S-4 under the Securities Act and with respect to Seller and the transactions contemplated hereby does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
