Proxy Statement/Information Statement. (a) As promptly as practicable following the date of this Agreement, SRC shall prepare an Information Statement (the "Information Statement") and a --------------------- proxy statement, which shall be filed with the SEC (such proxy statement as amended or supplemented from time to time being referred to herein as the "Proxy ----- Statement"). SRC shall obtain and furnish the information required to be --------- included in the Information Statement and, after consultation with the Company respond promptly to any comments made by the SEC with respect to the Proxy Statement (which comments shall promptly be furnished to the Company), if any, and cause the Proxy Statement, including any amendments or supplements thereto, to be mailed to the stockholders of SRC and the Information Statement, including any amendments or supplements thereto, to be mailed to the stockholders of the Company. SRC shall also take any action required to be taken under Blue Sky or other securities Laws in connection with the issuance of Parent Common Stock in the Merger. (b) Except as set forth below, SRC, acting through its Board of Directors, shall in accordance with applicable law, its Certificate of Incorporation and Bylaws duly call, give notice of, convene and hold a meeting (the "SRC Stockholders Meeting") of its stockholders as soon as practicable ------------------------ after the date hereof to consider and vote upon an increase in the authorized capital stock of SRC. Notwithstanding the immediately preceding sentence, in the event that prior to the giving of notice of the SRC Stockholder Meeting the Board of Directors receives a SRC Acquisition Proposal, the Board of Directors may determine not to call the SRC Stockholders Meeting. The Company (i) acting through its Board of Directors, shall in accordance with applicable law, its Certificate of Incorporation and Bylaws duly call, give notice of, convene and hold an annual or special meeting (the "Company Stockholders Meeting") of its ---------------------------- stockholders as soon as practicable after the date hereof to consider and vote upon approval of this Agreement and the transactions contemplated hereby; or (ii) in accordance with applicable law, its Certificate of Incorporation and By-Laws shall take action by written consent of its stockholders holding the requisite number of shares necessary to take such action to approve this Agreement and the transactions contemplated hereby (the "Stockholders Consent"). (c) Subject to the provisions of this Section 5.1(c), SRC will include in the Proxy Statement to be sent to holders of SRC Common Stock with respect to the SRC Stockholders Meeting the recommendation of its Board of Directors that its stockholders vote in favor of an increase in the authorized capital stock of SRC. Notwithstanding the immediately preceding sentence, in the event that prior to the mailing of the Proxy Statement the Board of Directors receives a SRC Acquisition Proposal, the Board of Directors may withdraw or modify its recommendation of this Agreement and the transactions contemplated hereby. (d) Subject to the limitations set forth in Section 5.1(b), SRC will use its commercially reasonable efforts (i) to obtain and furnish the information required to be included by it in the Proxy Statement, (ii) to file the Proxy Statement with the SEC, (iii) after consultation with the other parties hereto, respond as promptly as is reasonably practicable to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (iv) pending clearance of the Proxy Statement by the SEC, cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the date of this Agreement. The information provided and to be provided by SRC, the Company and EAC for use in the Proxy Statement shall, as of the date of mailing of the Proxy Statement and as of the date of the SRC Stockholders Meeting, not include 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. (e) The Company shall promptly furnish to SRC all information with respect to the Company and the Company Subsidiaries as may be reasonably requested in connection with the preparation of the Proxy Statement and the Information Statement. The Company and the Company Subsidiaries shall promptly supplement, update and correct any information provided by it for use in the Proxy Statement or the Information Statement if and to the extent that it is or shall have become incomplete, false or misleading.
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Proxy Statement/Information Statement. (a) As promptly as reasonably practicable following after the date of this Agreement, SRC the Parties shall prepare an Information Statement (the "Information Statement") and a --------------------- proxy statement, which shall cause to be filed with the SEC (such proxy statement as amended or supplemented from time to time being referred to herein as the "Proxy ----- Statement"). SRC shall obtain and furnish the information required to be --------- included in the Information Statement and, after consultation with the Company respond promptly to any comments made by the SEC with respect to the Proxy Statement / Information Statement.
(which comments shall promptly be furnished to the Company), if any, b) Monster covenants and cause agrees that the Proxy Statement, including any amendments or supplements thereto, to be mailed to the stockholders of SRC and the Statement / Information Statement, including any amendments pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement / Information Statement or supplements thereto, to be any amendment or supplement thereto is filed with the SEC or is first mailed to the stockholders Monster Stockholders, or at the time of the Company. SRC shall also take any action required to be taken under Blue Sky or other securities Laws in connection with the issuance of Parent Common Stock in the Merger.
(b) Except as set forth below, SRC, acting through its Board of Directors, shall in accordance with applicable law, its Certificate of Incorporation Monster Stockholders’ Meeting and Bylaws duly call, give notice of, convene and hold a meeting (the "SRC Stockholders Meeting") of its stockholders as soon as practicable ------------------------ after the date hereof to consider and vote upon an increase in the authorized capital stock of SRC. Notwithstanding the immediately preceding sentence, in the event that prior to the giving of notice of the SRC Stockholder Meeting the Board of Directors receives a SRC Acquisition Proposal, the Board of Directors may determine not to call the SRC Stockholders Meeting. The Company (i) acting through its Board of Directors, shall in accordance with applicable law, its Certificate of Incorporation and Bylaws duly call, give notice of, convene and hold an annual or special meeting (the "Company Stockholders Meeting") of its ---------------------------- stockholders as soon as practicable after the date hereof to consider and vote upon approval of this Agreement and the transactions contemplated hereby; or (ii) in accordance with applicable law, its Certificate of Incorporation and By-Laws shall take action by written consent of its stockholders holding the requisite number of shares necessary to take such action to approve this Agreement and the transactions contemplated hereby (the "Stockholders Consent").
(c) Subject to the provisions of this Section 5.1(c), SRC will include in the Proxy Statement to be sent to holders of SRC Common Stock with respect to the SRC Stockholders Meeting the recommendation of its Board of Directors that its stockholders vote in favor of an increase in the authorized capital stock of SRC. Notwithstanding the immediately preceding sentence, in the event that prior to the mailing of the Proxy Statement the Board of Directors receives a SRC Acquisition Proposal, the Board of Directors may withdraw or modify its recommendation of this Agreement and the transactions contemplated hereby.
(d) Subject to the limitations set forth in Section 5.1(b), SRC will use its commercially reasonable efforts (i) to obtain and furnish the information required to be included by it in the Proxy Statement, (ii) to file the Proxy Statement with the SEC, (iii) after consultation with the other parties hereto, respond as promptly as is reasonably practicable to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (iv) pending clearance of the Proxy Statement by the SEC, cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the date of this Agreement. The information provided and to be provided by SRCEffective Time, the Company and EAC for use in the Proxy Statement shall, as of the date of mailing of the Proxy Statement and as of the date of the SRC Stockholders Meeting, not include contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Monster makes no covenant, representation or warranty with respect to statements made in the Proxy Statement / Information Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by Innovate specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement / Information Statement to comply with the applicable rules and regulations promulgated by the SEC in all material respects, to respond promptly to any comments of the SEC or its staff. As promptly as reasonably practicable after the Proxy Statement / Information Statement has been reviewed and cleared by the SEC (or following the ten (10)-day period in Rule 14a-6(a) under the Exchange Act, if the SEC staff does not review the Proxy Statement), Monster shall cause the Proxy Statement to be mailed to the Monster Stockholders.
(c) Monster shall notify Innovate promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement / Information Statement or for additional information and shall supply Innovate with copies of all correspondence between Monster or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement / Information Statement or the Contemplated Transactions. Monster shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement / Information Statement, and provide Innovate and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. No filing of, or amendment or supplement to, the Proxy Statement / Information Statement will be made by Monster without providing Innovate a reasonable opportunity to review and comment thereon. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to Innovate occurs, or if Innovate becomes aware of any information, that should be disclosed in an amendment or supplement to Proxy Statement / Information Statement, then Innovate shall promptly inform Monster thereof and shall cooperate fully with Monster in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Monster’s stockholders.
(d) Prior to the Effective Time, Monster shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Monster Common Stock to be issued in the Merger shall be qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Innovate Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote pursuant to the Innovate Stockholder Written Consent.
(e) The Company Following the final determination of Net Cash of the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Innovate and Monster shall promptly furnish mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date (the “Exchange Ratio Announcement”), which the parties shall cause to SRC all information with respect be publicly disclosed (and which Monster shall file on Form 8-K) no later than two (2) Business Days prior to the Company and the Company Subsidiaries as may be reasonably requested in connection with the preparation of the Proxy Statement and the Information Statement. The Company and the Company Subsidiaries shall promptly supplement, update and correct any information provided by it for use in the Proxy Statement or the Information Statement if and to the extent that it is or shall have become incomplete, false or misleadingMonster Stockholders’ Meeting.
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