Proxy or Information Statement. Within a reasonable time prior to the filing with the SEC of the Company’s proxy statement or information statement with respect to any Election Meeting, the Company shall, to the extent the Stockholder is then entitled to representation on the Board in accordance with this Agreement, provide the Stockholder with the opportunity to review and comment on the information contained in such proxy or information statement applicable to such Investor Nominees and shall take into account all reasonable comments from the Stockholder.
Proxy or Information Statement. If the DGCL shall require a Stockholders' Meeting to be convened in connection with the Merger, the proxy statement to be provided to stockholders of the Company in connection with the Stockholders' Meeting (together with the amendments thereof and supplements thereto, the "Proxy Statement") and all amendments thereof and supplements thereto shall, and if the DGCL shall not require a Stockholders' Meeting to be convened in connection with the Merger, the information statement to be provided to stockholders of the Company in connection with the Merger (together with the amendments thereof and supplements thereto, the "Information Statement") shall, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and shall not, at the time of (i) first mailing thereof or (ii) in the case of the Proxy Statement, the Stockholders' Meeting to be held in connection with the Merger, 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 (x) no representation is made by the Company with respect to information supplied in writing by Parent or any affiliates or representatives of Parent or Purchaser for inclusion in the Proxy Statement or Information Statement, as the case may be, and (y) no representation is made with respect to a Proxy Statement or Information Statement, as the case may be, prepared by the Company and provided to the Company's stockholders at any time following the Cut-Off Date.
Proxy or Information Statement. Within a reasonable time prior to the filing with the SEC of its proxy statement or information statement with respect to each Election Meeting, the Issuer shall, to the extent the Investor is entitled to representation on the Issuer Board in accordance with this Agreement, provide the Investor with the opportunity to review and comment on the information contained in such proxy or information statement applicable to the Investor Directors or Investor nominees.
Proxy or Information Statement. The Company Proxy Statement or the Information Statement, as applicable, will, if and when filed with the SEC and at the time it is mailed to the Company Stockholders comply as to form in all material respects with the applicable requirements of the Exchange Act. None of the information provided by the Company to be included in the Company Proxy Statement, the CF Corp Proxy Statement or the Information Statement, as applicable, at the date it is first mailed to the Company Stockholders or the CF Corp Shareholders, and at the time of the Company Stockholders Meeting and/or the CF Corp Shareholders Meeting, as applicable, will 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. If at any time prior to the Effective Time any event with respect to the Company or any of its Subsidiaries shall occur which is required to be described in the Company Proxy Statement, the CF Corp Proxy Statement or the Information Statement, as applicable, such event shall be so described, and an amendment or supplement shall be filed with the SEC and, if required by Law, disseminated to the Company Stockholders and the CF Corp Shareholders. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by CF Corp, Parent or Merger Sub that is contained or incorporated by reference in any of the foregoing documents.
Proxy or Information Statement. The CF Corp Proxy Statement will, when filed with the SEC and at the time it is mailed to the CF Corp Shareholders comply as to form in all material respects with the applicable requirements of the Exchange Act. None of the information provided by CF Corp to be included in the Company Proxy Statement, the CF Corp Proxy Statement or the Information Statement, as applicable, at the date it is first mailed to the CF Corp Shareholders or the Company Stockholders, and at the time of the CF Corp Shareholders Meeting or the Company Stockholders Meeting, as applicable, will 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. If at any time prior to the Effective Time any event with respect to CF Corp shall occur which is required to be described in the Company Proxy Statement, the CF Corp Proxy Statement or the Information Statement, as applicable, such event shall be so described, and an amendment or supplement shall be filed with the SEC and, if required by Law, disseminated to the CF Corp Shareholders and Company Stockholders. Notwithstanding the foregoing, CF Corp makes no representation or warranty with respect to any information supplied by the Company that is contained in any of the foregoing documents.
Proxy or Information Statement. As of the date of the mailing of the Proxy Materials and as of the date of the OFSM stockholders meeting to be held pursuant to Article 8.01, the information provided and to provided by OFSM to IBL for use in OFSM's Information Statement and in any other proxy soliciting material to be used by IBL or OFSM in connection with the merger, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein in light of the circumstances under which they were made, not misleading.
Proxy or Information Statement. (a) As promptly as practicable after the date hereof, the Company shall (i) (x) duly call a special meeting of the holders of the Company's Common Stock (the "COMPANY STOCKHOLDERS' MEETING") to be held to consider approval of the issuance of the shares of Common Stock issuable upon conversion of the Notes, and (y) prepare and file with the Commission a proxy statement (the "PROXY STATEMENT") relating to the Company Stockholders' Meeting and the approval of the shares of Common Stock issuable upon conversion of the Notes, or (ii) prepare and file with the Commission an Information Statement meeting the requirements of Schedule 14C under the Exchange Act (the "INFORMATION STATEMENT") regarding, and containing the requisite information describing, the Stockholders' Consent and the approval for the shares of Common Stock issuable upon conversion of the Notes and other convertible securities issued by the Company on the date hereof and containing all other applicable information required under Regulation 14C and Schedule 14C under the Exchange Act; PROVIDED, that it is understood and agreed, that, so long as it is permissible under the rules and regulations of The Nasdaq Stock Market, Inc. to obtain the approval for the shares of Common Stock issuable upon conversion of the Notes and such other convertible securities by written consent and not at a meeting of stockholders, the Company shall be obligated to comply with the provisions of clause (ii) hereof and the other provisions in this Section 8.1 relating to the Information Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement or the Information Statement, as the case may be, to become cleared as promptly as practicable by the Commission. The Company shall use its best efforts to file the Proxy Statement or the Information Statement, as the case may be, no later than October 5, 2001, and, to the extent applicable, to hold the Company Stockholders' Meeting, or to cause the corporate action to be taken under the Stockholders' Consent to be effective by, no later than November 15, 2001. Each Purchaser or the Company, as the case may be, shall furnish all information concerning such Purchaser or the Company as the other parties may reasonably request in connection with such actions and the preparation of the Proxy Statement or the Information Statement, as the case may be. As promptly as practicable (but, in any event, within two (2) Business Days) after the Proxy Statement or ...
Proxy or Information Statement. As of the date of mailing of the Proxy or Information Statement and as of the date of WIDEBAND's Stockholders Meeting referred to in Article 7.01, the information provided and to be provided by WIDEBAND to VISV for use in the Proxy Materials and in any other proxy material to be used by WIDEBAND or VISV in connection with the merger will not contain any untrue statement of a material fact or omit to state a 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 or Information Statement. Omitted.
Proxy or Information Statement. The information supplied by the Company with respect to the Company and its officers, directors, stockholders and other Affiliates (collectively, the "COMPANY INFORMATION") for inclusion in the Proxy or Information Statement (as defined in Section 5.1) to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT SHAREHOLDERS MEETING") will not, on the date the Proxy Information Statement (or any amendment thereof or supplement thereto) is first mailed to Parent's shareholders or at the time of the Parent Shareholders Meeting, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its officers, directors, shareholders or other Affiliates should be discovered by the Company which should be set forth in an amendment to the Proxy or Information Statement, the Company shall promptly inform Parent. The Proxy or Information Statement shall comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Proxy or Information Statement.
