Proxy Statement-Offering Circular Clause Samples
The Proxy Statement-Offering Circular clause outlines the requirements for providing shareholders or potential investors with a formal document that discloses key information about a proposed corporate action, such as a merger, acquisition, or securities offering. This clause typically mandates the preparation and distribution of a proxy statement or offering circular that details the terms of the transaction, financial data, and any material risks involved. By ensuring that all relevant parties receive comprehensive and accurate information, the clause promotes transparency and informed decision-making, thereby reducing the risk of misunderstandings or disputes related to the transaction.
Proxy Statement-Offering Circular. For the purposes of holding the PLAZA Shareholders Meeting, BHC shall draft and prepare, and PLAZA shall cooperate in the preparation of a proxy statement and offering circular satisfying all applicable requirements of applicable state and federal securities laws, and the rules and regulations thereunder (such proxy statement-offering circular in the form mailed to the shareholders of PLAZA, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Offering Circular”). BHC shall file a draft of the Proxy Statement-Offering Circular, with the DBO in connection with the permit application as described in Section 6.14. BHC shall use its best efforts to have the Proxy Statement-Offering Circular approved by the DBO as promptly as practicable after such filing, and following receipt of the DBO Permit, PLAZA shall thereafter promptly mail the Proxy Statement-Offering Circular to PLAZA’s shareholders. BHC shall also use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and PLAZA shall furnish all information concerning PLAZA, and the holders of PLAZA Common Stock, as may be reasonably requested in connection with any such action. PLAZA shall provide BHC with any information concerning itself that BHC may reasonably request in connection with the drafting and preparation of the Proxy Statement-Offering Circular, and BHC shall notify PLAZA promptly of the receipt of any comments of the DBO or any blue sky administrator with respect to the Proxy Statement-Offering Circular and of any requests by the DBO or any blue sky administrator for any amendment or supplement thereto or for additional information and shall promptly provide to PLAZA copies of all correspondence between BHC, BANK or any of their representatives and the DBO. BHC shall give PLAZA and its counsel the opportunity to review and comment on the Proxy Statement-Offering Circular prior to its being filed with the DBO and shall give PLAZA and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Offering Circular and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the DBO. Each of BHC and PLAZA agrees to use reasonable efforts, after consultation with the other party hereto, to respond promptly ...
Proxy Statement-Offering Circular. For the purpose of holding the Company Shareholders Meeting, the Company shall draft and prepare, and the Bank shall cooperate in the preparation of, a proxy statement. For the purpose of offering Surviving Entity Stock to Company shareholders, the Bank shall draft and prepare, and the Company shall cooperate in the preparation of, an offering circular.