Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, the Purchaser shall prepare and file with the SEC a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby. (b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders. (c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, the Purchaser Buyer Parent shall prepare and file with the SEC a proxy statement SEC, subject to prior notice to the Seller Parties, as promptly as practicable after the date hereof, the Proxy Statement, which shall, subject to Section 5.8, include the Buyer Parent Board Recommendation. Buyer Parent shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act. Each of the Seller Parties shall furnish to Buyer Parent the information relating to it required by the Exchange Act to be sent included in the Proxy Statement. Buyer Parent shall (i) obtain and furnish the information required to be included in the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 Proxy Statement, (including all amendments thereto, “F-4 Registration Statement”ii) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part promptly after its receipt thereof, provide the “Proxy Statement”)Seller Parties with copies of all correspondence between Buyer Parent and its Representatives, on the one hand, and the Company shallSEC and its staff, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and on the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statementhand, relating to the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify advise the other Party of the receipt Seller Parties of any oral or written comments from the SEC, (iii) consult with the Seller Parties regarding any comments that may be received from the SEC or its staff with respect to the Proxy Statement pursuant to Section 5.6(b) below and respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, (iv) use its reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and reasonably practicable after such filing, (v) cause the Proxy Statement to be mailed to Purchaser Shareholders as promptly as Buyer Parent’s stockholders at the earliest reasonably practicable date after the date of SEC declares clearance and (vi) subject to Section 5.8, use its reasonable best efforts to obtain the F-4 Registration Statement to be effectivenecessary approval of the Equity Issuance by Buyer Parent’s stockholders. Each Party shall promptly furnish If, at any time prior to the other Party all Special Meeting, any information concerning such Party, 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 8.10. If any event relating to the Purchaser Buyer Parties, the Seller Parties, any of their respective Affiliates, this Agreement or the Company occursTransactions (including the Equity Issuance), or if should be discovered by the Purchaser Buyer Parties or the Company becomes aware of any information, that Seller Parties which should be disclosed set forth in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company so that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were are made, not misleading, the Party that discovers such information shall promptly notify the other Party, and an appropriate amendment or supplement describing such information shall promptly be prepared by Buyer Parent and filed with the SEC, and to the extent required by applicable Law, disseminated to the stockholders of Buyer Parent.
(b) Prior to the filing of the Proxy Statement (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Buyer Parent Common Stock, or responding to any comments of the SEC with respect to the Proxy Statement, Buyer Parent shall provide the Seller Parties and their counsel a reasonable opportunity to review and comment on such Proxy Statement, amendment, supplement or response, and the Company shall consider in good faith any comments made by the Seller Parties and their counsel.
Appears in 1 contract
Sources: Asset Purchase Agreement (Hudson Pacific Properties, Inc.)
Proxy Statement. (a) As If required by Nasdaq Listing Rules, including, but not limited to Listing Rule 5635, as promptly as reasonably practicable following after the date of this Agreementhereof, the Purchaser and in consultation with Vendors’ Representative, Parent shall prepare and file with the SEC a proxy statement (as amended or supplemented from time to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereoftime, the “Proxy Statement”)) calling a special meeting of Parent’s stockholders (the “Stockholder Meeting”) in accordance with its certificate of incorporation and bylaws seeking the approval of the Parent’s stockholders for the transactions contemplated by this Agreement and the other Transaction Documents, and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation Corporation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company Vendors’ Representation shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior obtain and furnish to Parent any financial and other information about the effective date Corporation required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be included in the Proxy Statement all in accordance with and as required by Parent’s certificate of incorporation and bylaws, applicable Law and any applicable rules and regulations of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in SEC and Nasdaq. In connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), Parent will not, at the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed also file with the SEC or all financial and other information about Parent, the Corporation and the transactions contemplated by this Agreement and the other Transaction Documents in accordance with applicable proxy solicitation rules set forth in Parent’s certificate of incorporation and bylaws, applicable law and any applicable rules and regulations of the SEC and Nasdaq (such Proxy Statement is first mailed Statement, together with any additional soliciting materials, supplements, amendments and/or exhibits thereto, the “Proxy Documents”). Except with respect to the Purchaser Shareholders, at the time of the Purchaser Meeting financial and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the other information provided by or on behalf of the Company to the Purchaser Corporation for inclusion in the F-4 Registration Proxy Documents, Parent shall ensure that, when filed, the Proxy Statement and other Proxy Statement (including Documents will comply in all material respects with the Company Financial Statements) will not contain any untrue statement requirements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (Exchange Act and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated thereunder. Parent shall cause the Proxy Documents to be disseminated as promptly as practicable after receiving clearance from the SEC to Parent’s equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”). Subject to any information provided for inclusion therein by the Corporation, Parent shall cause the Proxy Documents to comply in all material respects with the Federal Securities Laws. Parent shall provide copies of the proposed forms of the Proxy Documents (including, in each case, any amendments or supplements thereto) to the Corporation such that the Corporation and its Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, and Parent shall reasonably consider in good faith any comments of the Corporation and its Representatives. Parent shall respond promptly to any comments of the SEC or its staffstaff with respect to the Proxy Documents and promptly correct any information provided by it for use in the Proxy Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. Each of Parent shall amend or supplement the Parties shall use commercially reasonable efforts to Proxy Documents and cause the F-4 Registration Statement Proxy Documents, as so amended or supplemented, to be declared effective filed with the SEC and to be disseminated to the Parent stockholders, in each case as soon and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and Parent’s certificate of incorporation and bylaws. Parent shall provide the Corporation and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that Parent or any of its Representatives receive from the SEC or its staff with respect to the Proxy Documents promptly after the receipt of such comments and shall give the Corporation a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. As promptly as possible and reasonably practicable after the Proxy Statement has “cleared” comments from the SEC, Parent shall cause the definitive Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement filed with the SEC and, if appropriate, in mailing such amendment or supplement and disseminated to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provideParent stockholders, and require its Representativesshall duly call, advisorsgive notice of, accountants convene and attorneys to providehold the Stockholder Meeting. On or before July 15, 2019, Parent shall advise the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that Corporation in writing if Parent Stockholder Approval and/or a Stockholder Meeting is required by Applicable Law pursuant to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingthis Agreement.
Appears in 1 contract
Sources: Share Purchase Agreement (Inpixon)
Proxy Statement. (a) As promptly soon as reasonably practicable following the date hereof, the Company with the assistance of Parent and Merger Sub, shall prepare a proxy statement relating to the authorization and approval of this Agreement, the Purchaser shall prepare Plan of Merger and file with the SEC a proxy statement to be sent to Transactions by the stockholders shareholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part Company (such proxy statement, whether as amended or not constituting a part thereofsupplemented, being referred to herein as the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection Concurrently with the preparation of the F-4 Registration Proxy Statement, the Company, Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties to) jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties to) use its reasonable best efforts so that the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party Schedule 13E-3 and will comply in all material respects with the requirements of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser Exchange Act and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition rules and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion thereinregulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties shall to) use commercially its reasonable best efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staffwith respect to the Proxy Statement and the Schedule 13E-3. Each of the Parties Company, Parent and Merger Sub shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible (and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party Parent shall promptly furnish to procure the other Party Buyer Group Parties to) furnish all information concerning such Party, such Party’s Subsidiaries and such Party’s stockholders that party to the other parties as may be reasonably required or reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and the Schedule 13E-3 and the resolution of comments with respect thereto from the SEC. Each of Parent and Merger Sub shall (and shall procure the other Buyer Group Parties to) provide reasonable assistance and cooperation to the Company in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any action contemplated comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3, the Company shall promptly (and in any event within 24 hours of receipt thereof) notify Parent and Merger Sub and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy Statement and the Schedule 13E-3. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by this Section 8.10Parent in good faith. If at any event time prior to the Shareholders’ Meeting, any information relating to the Purchaser Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, is discovered by the Company occursCompany, Parent or if the Purchaser or the Company becomes aware of any information, Merger Sub that should be disclosed set forth in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Schedule 13E-3 so that the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement Schedule 13E-3 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 made therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate to the shareholders of the Company.
(b) Each of Parent, Merger Sub and the Company agrees, as to itself and its respective Affiliates or Representatives, that the information to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement to be sent to the shareholders of the Company in connection with the Shareholders’ Meeting (including any amendment or supplement thereto or document incorporated by reference therein), the Schedule 13E-3 and any other documents filed or to be filed with the SEC in connection with the Merger and the other transactions contemplated hereby, shall not, as of the time such documents (including any amendment or supplement thereto) are first mailed to shareholders of the Company and at the time of the Shareholders’ Meeting, contain untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party (and, in the case of Parent and Merger Sub, the other Buyer Group Parties) is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and that all information supplied by such party (or, in the case of Parent and Merger Sub, the other Buyer Group Parties) for inclusion or incorporation by reference in such document will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub (or the other Buyer Group Parties) for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors (or, in the case of Parent and Merger Sub, the other Buyer Group Parties), is discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement and the Schedule 13E-3 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 are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the Company shall file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate to the shareholders of the Company; provided that prior to such filing or dissemination, the Company and Parent, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to comment thereon.
(c) For the avoidance of doubt and notwithstanding anything herein to the contrary, in connection with any disclosure regarding a Change in the Company Recommendation made pursuant to the terms of this Agreement, the Company shall not be required to provide Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Proxy Statement or the Schedule 13E-3, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC, with respect to such disclosure.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following the date execution of this Agreement, the Purchaser Seller shall prepare and file with the SEC Securities and Exchange Commission (“SEC”) a proxy statement Proxy Statement on Schedule 14A (together with all amendments and supplements thereto, the “Schedule 14A”) in order to seek the Seller Shareholders’ Approval. The Seller shall use its reasonable best efforts to cause the Schedule 14A to be sent disseminated in all material respects as required by applicable federal securities laws. The Seller shall use its reasonable best efforts to cause the stockholders Schedule 14A to comply in all material respects with the applicable requirements of federal securities laws. The Seller and Buyer agree to correct promptly any information provided by any of them for use in the Schedule 14A that shall have become false or misleading in any material respect, and the Seller further agrees to use its reasonable best efforts to cause the Schedule 14A, as so corrected, to be filed with the SEC and disseminated to holders of the Purchaser Seller’s shareholders, in each case in all material respects as required by applicable federal securities laws. Buyer shall promptly furnish to Seller all information concerning Buyer that is required or reasonably requested by Seller in connection with its obligations relating to the meeting of the Purchaser Shareholders Schedule 14A. The Seller shall give Buyer and their counsel a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), reasonable opportunity to review and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC comment on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto Schedule 14A before it is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleadingSEC. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoingIn addition, the Purchaser makes no covenant, representation or warranty with respect Seller agrees to statements made in the F-4 Registration Statement or Proxy Statement (i) provide Buyer and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished its counsel in writing by with any written comments the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts Seller or its counsel may receive from time to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of time from the SEC or its staff. Each staff with respect to the Schedule 14A promptly after the receipt of the Parties shall such comments, (ii) use commercially reasonable best efforts to cause provide Buyer and its counsel a reasonably detailed description of any oral comments the F-4 Registration Statement Seller or its counsel may receive from time to be declared effective as soon as possible and time from the Proxy Statement SEC or its staff with respect to be mailed to Purchaser Shareholders as the Schedule 14A promptly as practicable after the SEC declares receipt of such comments, and (iii) unless the F-4 Registration Statement Seller has exercised its rights under Section 5.06(c), provide Buyer and its counsel reasonable opportunity to be effective. Each Party shall promptly furnish review and comment on any written or oral response to such comments or any proposed amendment to the other Party all information concerning such Party, 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 8.10. If any event relating Schedule 14A prior to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party filing thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser ShareholdersSEC.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Asset Purchase Agreement (Vapor Hub International Inc.)
Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Buyer shall prepare, and as promptly as practicable following receipt of this Agreementthe Required Financial Statements and the other information relating to the Company required to be included in the Proxy Statement, the Purchaser Buyer shall prepare and file with the SEC SEC, in preliminary form, a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other FilingsProxy Statement”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection provide its shareholders with the preparation opportunity to redeem their Buyer Shares pursuant to the Buyer Class A Redemption in accordance with the applicable terms of the F-4 Registration StatementBuyer Articles of Association, the Proxy Statement any related agreements of Buyer or its Affiliates, applicable Law and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff applicable rules and regulations of the SEC on the F-4 Registration Statement or any Other Filingand NYSE. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties Buyer shall use commercially reasonable best efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated of the SEC. In the Proxy Statement, Buyer shall (i) solicit proxies from its shareholders to vote at the Buyer Shareholders Meeting in favor of (A) all shareholder approvals required by the rules of the NYSE with respect to the issuance of Buyer Shares in connection with the Financing and (B) any other proposals the Buyer deems necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”), and (ii) file with the SEC financial and other information about the transactions contemplated hereby in accordance with Regulation 14A of the Exchange Act. Buyer may include in the Proxy Statement matters to be acted on by Buyer’s shareholders at the Buyer Shareholder Meeting other than the Transaction Proposals, it being understood that the approval of any such other matters shall not be conditions to or otherwise delay or hinder, the consummation of the transactions contemplated by this Agreement. Buyer shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable best efforts to seek the completion of the review by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties Proxy Statement as promptly as practicable.
(b) Buyer shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders its shareholders of record, as promptly as practicable after of the SEC declares the F-4 Registration Statement record date to be effective. Each Party shall established by the board of directors of the Buyer, promptly furnish to following (A) in the other Party all information concerning such Partyevent the preliminary Proxy Statement is not reviewed by the SEC, such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested the expiration of the waiting period in connection with any action contemplated by this Section 8.10. If any event relating to Rule 14a-6(a) under the Purchaser or the Company occursExchange Act, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(cB) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or event the preliminary Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided is reviewed by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement shall not contain any untrue statement SEC, receipt of a material fact oral or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light written notification of the circumstances under which they were made, not misleadingcompletion of the review by the SEC.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following For the date purposes of this Agreementholding the Stockholder Meeting, the Purchaser Acquiror and Target shall prepare and Target shall file with the SEC as soon as practicable after the date hereof, a proxy statement to be sent to satisfying the stockholders applicable requirements in all material respects of the Purchaser relating to Exchange Act and the meeting of the Purchaser Shareholders rules and a Registration Statement on Form F-4 regulations thereunder (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may in the form a part (such proxy statement, whether or not constituting a part thereofmailed by Target to Target stockholders, the “"Proxy Statement”"), . Each of Acquiror and the Company shall, or Target shall use all reasonable efforts to cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall to be cleared by the SEC as promptly as reasonably practicable after such filing, and Target shall use all reasonable efforts to cause the Proxy Statement to be mailed to Target's stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Proxy Statement shall be approved by Target's Board of Directors.
(b) No amendment or supplement to the Proxy Statement will be made by Target without Acquiror's approval, which approval will not be unreasonably withheld. Target shall notify the other Party Acquiror promptly of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior with respect to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Proxy Statement and Proxy Statement, including of any pro forma financial statements included therein (and requests by the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the F-4 Registration Statement and Proxy Statement or SEC for any amendment or supplement thereto is filed with or for additional information and shall provide promptly to Acquiror copies of all correspondence between Target or any representative of Target and the SEC or SEC. Target shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement is first mailed and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Purchaser Shareholders, SEC.
(c) Target and Acquiror shall promptly notify the other party if at any time it becomes aware that the time of the Purchaser Meeting and at the Closing Time, contain Proxy Statement contains any untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they were made, not misleading. The Company covenants In such event, Target and agrees that the information provided by the Company to the Purchaser for inclusion Acquiror shall cooperate with each other in the F-4 Registration Statement and preparation of a supplement or amendment to such Proxy Statement (including the Company Financial Statements) will not contain any untrue statement of a material fact which corrects such misstatement or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (omission and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties Target shall use commercially reasonable efforts to cause the F-4 Registration Statement and mail an amended Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser ShareholdersTarget's stockholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Merger Agreement (Security of Pennsylvania Financial Corp)
Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Purchaser Corautus, in cooperation with VIA, shall prepare and file the Proxy Statement with the SEC a proxy statement to be sent to SEC. The Proxy Statement shall, among other things, include the stockholders Corautus Board Recommendation and (i) solicit the approval of and include the recommendation of the Purchaser relating Board of Directors of Corautus to the meeting Corautus’s stockholders that they vote in favor of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, Corautus Common Stock pursuant to the “Proxy Statement”), Merger and the Company shallChange of Control, or shall cause its Affiliates to, prepare (iii) solicit the approval of and file with include the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation recommendation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party Board of Directors of Corautus to Corautus’s stockholders that they vote in favor of the receipt Corautus Charter Amendment; and (iv) solicit the approval of any oral or written comments from and include the staff recommendation of the SEC on Board of Directors of Corautus to Corautus’s stockholders that they vote in favor of the F-4 Registration Statement or any Other FilingCorautus Name Change Amendment. The Purchaser VIA shall promptly furnish to Corautus all information concerning VIA and the Company its Subsidiaries and shall also use their its commercially reasonable efforts to satisfy prior cause all information with respect to its stockholders that is required to be disclosed in the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated herebyProxy Statement.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties Corautus shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC SEC, and to shall respond promptly to any comments of the SEC or its staff. Each of the Parties staff as promptly as possible and shall use its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable after it is filed with the SEC. Corautus shall use its commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the definitive Proxy Statement to be mailed to Purchaser Shareholders Corautus’s stockholders as promptly as practicable after it is cleared by the SEC. Corautus shall notify VIA promptly upon the receipt of any comments from the SEC declares or its staff or any other government officials and of any request by the F-4 Registration SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply VIA with copies of all correspondence between Corautus or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. VIA and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement and the related proxy materials, any proposed amendment or supplement to the Proxy Statement and any response to any comments from the SEC or other correspondence prior to its filing with the SEC or dissemination to Corautus’s stockholders. Corautus shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser VIA or the CompanyCorautus, as applicablethe case may be, shall promptly inform the other Party thereof of such occurrence and shall cooperate with one another in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Corautus, such amendment or supplement as promptly as possible. Without limiting the foregoing, each of the parties shall promptly provide the other party with corrections to any information provided by it for use in the SEC andProxy Statement, if appropriateand to the extent any such information shall be or have become false or misleading in any material respect and Corautus shall take all reasonable steps necessary to correct the same and to cause the Proxy Statement as so corrected to be disseminated to Corautus’s stockholders, in mailing such amendment or supplement each case to the Purchaser Shareholdersextent required by applicable law or otherwise deemed appropriate by the parties.
(c) The Company Prior to the Effective Time, Corautus shall use its commercially reasonable efforts to cooperate with obtain all regulatory approvals needed to ensure that the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law Corautus Common Stock to be included issued in the F-4 Registration Statement and/or Merger will (to the Proxy Statement extent required) be registered or reasonably requested qualified or exempt from registration or qualification under the Purchaser to be included securities law of every jurisdiction of the United States in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement which any registered holder of VIA Capital Stock has an address of record; provided, however, that Corautus shall not contain be required: (i) to qualify to do business as a foreign corporation in any untrue statement jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of a material fact or omit to state process in 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 misleadingjurisdiction.
Appears in 1 contract
Proxy Statement. (a) As USPI and OPC shall cooperate and promptly prepare a Proxy Statement/Private Placement Memorandum with respect to the USPI Common Stock issuable in the Merger, a portion of which Proxy Statement shall also serve as reasonably practicable following the date of this Agreement, the Purchaser shall prepare and file with the SEC a proxy statement to be sent to the stockholders of the Purchaser relating with respect to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) stockholders of OPC in connection with the issuance of Purchaser Shares of which such proxy statement may form a part Merger (such proxy statement, whether or not constituting a part thereof, the “"Proxy Statement”/Private Placement Memorandum"), . The respective parties will cause the Proxy Statement/Private Placement Memorandum to comply as to form in all material respects with the applicable provisions of the Securities Act and the Company shall, rules and regulations thereunder. USPI shall use its best efforts to obtain all necessary state securities law or shall cause its Affiliates to, prepare "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and file with will pay all expenses incident thereto. USPI agrees that none of the SEC all other documents information supplied or to be filed supplied by the Purchaser with the SEC USPI for inclusion in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement Statement/Private Placement Memorandum and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any each amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholdersthereto, at the time of the Purchaser Meeting mailing thereof and at the Closing Timetime of the meeting of stockholders of OPC, will contain any an untrue statement of a material fact or omit to state any a 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. The Company covenants and OPC agrees that none of the information provided supplied or to be supplied by the Company to the Purchaser OPC for inclusion in the F-4 Registration Statement Proxy Statement/Private Placement Memorandum and Proxy Statement (including each amendment or supplement thereto, at the Company Financial Statements) time of mailing thereof and at the time of the meeting of stockholders of OPC, will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or relating to USPI will be deemed to have been supplied by USPI and information concerning or relating to OPC will be deemed to have been supplied by OPC. No amendment or supplement to the Proxy Statement/Private Placement Memorandum shall be made by USPI or OPC without the approval of the other party; provided, that either party may amend or supplement the Proxy Statement/Private Placement Memorandum if, upon advice of counsel, failure to do so would result in the Proxy Statement/Private Placement Memorandum containing false and misleading information.
Appears in 1 contract
Sources: Merger Agreement (United Surgical Partners International Inc)
Proxy Statement. (ai) As promptly as reasonably practicable following the date of this Agreementhereof (and in no event later than thirty (30) days following the date hereof), the Purchaser Parent shall prepare and file cause to be filed with the SEC SEC, and Buyer shall cooperate with Parent in preparation of, a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part Stockholders Meeting (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith)and any other document incorporated or referenced therein, will not, at the time that the F-4 Registration Statement and Proxy Statement or including any amendment or supplement thereto thereto, the “Proxy Statement”). Without limiting the generality of the foregoing, Buyer will promptly furnish to Parent the information relating to it that is filed with required by the SEC or Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement Statement, that is first mailed customarily included in the proxy statements prepared in connection with transactions of the type contemplated by this Agreement or that is reasonably requested by Parent. Parent agrees that at the date of mailing to the Purchaser Shareholders, stockholders of Parent and at the time of the Purchaser Meeting and at Stockholders Meeting, the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will not contain any untrue statement of a comply in all material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder.
(ii) Parent will use its reasonable best efforts to have the Proxy Statement cleared by the SEC and to respond as promptly to any comments of as reasonably practicable following its filing with the SEC or its staffSEC. Each of the Parties shall use commercially reasonable efforts to Parent will cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders Parent’s stockholders as promptly as reasonably practicable after the SEC declares Proxy Statement is cleared by the F-4 Registration Statement to be effective. Each Party shall promptly furnish SEC.
(iii) If at any time prior to the other Party all information concerning such PartyStockholders Meeting, 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 8.10. If any event or circumstance relating to Parent, Seller, the Purchaser Company, Buyer or their respective Affiliates should be discovered by Parent, Seller, the Company occursor Buyer which, pursuant to the Securities Act or if the Purchaser or the Company becomes aware of any informationExchange Act, that should be disclosed set forth in an amendment or a supplement to the F-4 Registration Statement and/or Proxy Statement, such party shall reasonably promptly inform the other parties. If at any time prior to the Stockholders Meeting, any such event or circumstance is discovered by Parent, Seller, the Company or Buyer, then the Purchaser in each case Parent shall, reasonably promptly after becoming aware thereof, amend or the Companysupplement, as applicable, the Proxy Statement to include disclosure of such fact or event.
(iv) Parent shall promptly inform notify Buyer of the other Party thereof receipt of all comments of the SEC with respect to the Proxy Statement and shall cooperate with one another in filing such of any request by the SEC for any amendment or supplement thereto or for additional information. Parent shall promptly provide to Buyer copies of all correspondence between Parent and/or any of its Representatives and the SEC with respect to the Proxy Statement. Parent shall use its reasonable best efforts (with the SEC and, if appropriate, in mailing such amendment or supplement assistance of Buyer) to promptly provide responses to the Purchaser ShareholdersSEC with respect to all comments received on the Proxy Statement from the SEC and Parent shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that Parent may commence mailing the Proxy Statement.
(cv) The Company shall use its commercially reasonable efforts Subject to cooperate with applicable Law, notwithstanding anything to the Purchaser and providecontrary stated above, and require its Representatives, advisors, accountants and attorneys prior to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent shall provide Buyer with an opportunity to review and comment on such document or response and shall in good faith consider for inclusion in such document or response comments reasonably requested from proposed by Buyer, and absent the Purchaser consent of Buyer (not to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or unreasonably withheld, conditioned or delayed), Parent shall not file the Proxy Statement shall not contain or any untrue statement of a material fact such document or omit to state 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 misleadingresponse.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Actua Corp)
Proxy Statement. (a) As promptly as reasonably practicable following the date execution and delivery of this Agreement, the Purchaser Predecessor shall prepare prepare, with the assistance of the Company, and file cause to be filed with the SEC a proxy statement to be sent to the stockholders Proxy Statement of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 Predecessor (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”). The Proxy Statement shall be used for the purpose of soliciting proxies from Predecessor’s shareholders for the matters to be acted upon at the Predecessor Special Meeting and providing the public shareholders of Predecessor an opportunity in accordance with Predecessor’s organizational documents and the final IPO prospectus of Predecessor, dated January 10, 2022 (the “IPO Prospectus”) to have their Predecessor Shares redeemed in conjunction with the shareholder vote on the Purchaser Parties Shareholder Approval Matters as defined below. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Predecessor shareholders to vote, at a special meeting of Predecessor’s shareholders to be called and held for such purpose (the “Predecessor Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Additional Agreements and the Transactions contemplated hereby and thereby, including the Contribution and Exchange, by the holders of Predecessor Shares in accordance with Predecessor’s Organizational Documents, the Merger Sub’s Organizational Documents, the DGCL, the Australian Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) the Liquidation, (iii) adoption of the Organizational Documents of the Purchaser substantially in the form to be attached hereto as Exhibit F by an amendment following the Signing Date, (iv) election of the directors of Purchaser as set forth in Section 3.3 of this Agreement, (v) adoption of the Equity Incentive Plan; and (vi) such other matters as the Company and the Purchaser Parties shall hereafter mutually determine to be necessary or appropriate in order to effect the Contribution and Exchange and the other Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Parties Shareholder Approval Matters”), In connection with the Proxy Statement, Purchaser Parties and the Company shall, or shall cause its Affiliates to, prepare and will file with the SEC all financial and other documents to be filed by information about the Purchaser Transactions in accordance with applicable Law and applicable proxy solicitation requirements set forth in Predecessor’s organizational documents, the DGCL, the Australian Companies Act and the rules and regulations of the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange ActNasdaq. The Purchaser and Parties shall provide the Company shall cooperate (and its counsel) with each other in connection with the preparation of the F-4 Registration Statement, a reasonable opportunity to review and comment on the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed prior to filing the same with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleadingSEC. The Company covenants shall provide the Purchaser Parties with such information concerning the Company and agrees its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement shall be true and Proxy Statement (including the Company Financial Statements) will correct and not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made not materially misleading (subject to the qualifications and limitations set forth in the F-4 Registration Statement materials provided by the Company). If required by applicable SEC rules or Proxy Statement (and the letter to stockholdersregulations, notice of meeting and form of proxy included therewith), if any, based on such financial information furnished in writing provided by the Company specifically for inclusion thereinmust be reviewed or audited by the Company’s auditors. Each of the The Purchaser Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all provide such information concerning such Partythe Purchaser Parties and their respective equity holders, such Party’s Subsidiaries officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and such Party’s stockholders operations that may be required or reasonably requested appropriate for inclusion in connection with any action contemplated by this Section 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Companyin any amendments or supplements thereto, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The which information provided by the Company to Purchaser Parties shall be included in the F-4 Registration Statement and/or the Proxy Statement shall true and correct and not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made not materially misleading.
(b) Each of Purchaser Parties and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to clear any SEC comments on the Proxy Statement as promptly as practicable after such filing. Each of the Purchaser Parties and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Proxy Statement. Promptly after all comments on the Proxy Statement are cleared with the SEC, the Purchaser Parties will cause the Proxy Statement to be mailed to shareholders of Predecessor.
(c) Each of the Purchaser Parties and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy Statement. Notwithstanding such cooperation however, the Purchaser Parties will be permitted, upon providing notice to the Company, to make such filings or responses to the SEC that, based on the advice of outside counsel to the Purchaser Parties, is required by the SEC and United States securities Laws to be included therein. If the Purchaser Parties or the Company becomes aware that any information contained in the Proxy Statement shall have become false or misleading in any material respect or that the Proxy Statement is required to be amended or supplemented in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) the Purchaser Parties, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Proxy Statement. The Purchaser Parties and the Company shall use reasonable best efforts to cause the Proxy Statement as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of Predecessor Shares, as applicable, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Predecessor Organizational Documents and the Company Organizational Documents. Each of the Company and the Purchaser Parties shall provide the other parties with copies of any written comments, and shall inform such other parties of any oral comments, that it receives from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff.
(d) Each Party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company, the Purchaser Parties, and their respective representatives in connection with the drafting of the public filings with respect to the Transactions, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Purchaser Parties shall cause the Proxy Statement to be disseminated to Predecessor’s shareholders, in light each case as and to the extent required by applicable Laws and subject to the terms and conditions of the circumstances under which they were made, not misleadingthis Agreement and Predecessor’s Organizational Documents.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreement, the Purchaser shall Novoste will prepare and file with the SEC (subject, however, to compliance by Novoste with this Section 7.1(a)) a proxy statement to be sent to seeking the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 Novoste Stockholder Approvals (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or . Novoste shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party ONI of the receipt of any oral or written comments from the staff of the SEC or the Trading Market with respect to the Proxy Statement and of any requests by the SEC or the Trading Market for any amendment or supplement thereto or for additional information, shall promptly provide to ONI copies of all correspondence between Novoste or any representative of Novoste and the SEC or the Trading Market, and shall give ONI and ONI’s counsel and accountants the opportunity to review and comment on the F-4 Registration Proxy Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection its being filed with the Acquisition SEC, and shall give ONI and ONI’s counsel and accountants the opportunity to consummate review and comment on all amendments and supplements to the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Proxy Statement and Proxy Statementall responses to requests for additional information and replies to comments prior to their being filed with, including any pro forma financial statements included therein or sent to, the SEC (it being understood and agreed that Novoste shall not file the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed without ONI’s consent which consent shall not be unreasonably withheld). ONI will promptly furnish to Novoste all information concerning it as may be required for the Proxy Statement and any supplements or amendments thereto, including without limitation, financial statements in conformity with all applicable provisions of the Exchange Act. Novoste will cause the Proxy Statement to comply in all material respects with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder.
(b) Promptly after the resolution of all SEC or the Trading Market comments to the Proxy Statement, Novoste shall mail at the earliest practicable date to its stockholders the Proxy Statement, which shall include all information required under applicable law to be furnished to Novoste’s stockholders in connection with the SEC Merger, this Agreement and the transactions contemplated hereby, and the Novoste Stockholder Approvals.
(c) None of the financial or other information to be supplied by ONI or its representatives for inclusion in the Proxy Statement, including all amendments and supplements thereto, shall (A) on the date the Proxy Statement is first mailed to the Purchaser Shareholdersstockholders of Novoste, (B) at the time date of the Purchaser Meeting Novoste Stockholders Meeting, and (C) at the Closing Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light therein not misleading.
(d) None of the circumstances under which they were madefinancial or other information to be supplied by Novoste or its representatives for inclusion or incorporation by reference in the Proxy Statement, not misleading. The Company covenants including all amendments and agrees that supplements thereto, shall, (A) on the information provided by date the Company Proxy Statement is first mailed to the Purchaser for inclusion in stockholders of Novoste, (B) at the F-4 Registration Statement date of the Novoste Stockholders Meeting, and Proxy Statement (including C) at the Company Financial Statements) will not Effective Time, 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, therein not misleading.
(e) Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, Novoste or ONI, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to stockholders of Novoste, such amendment or supplement.
(f) Each of Novoste and ONI will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials or the Trading Market in connection with any filing made pursuant hereto and of any request by the SEC or its staff or any other government officials or the Trading Market for amendments or supplements to the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, or the Trading Market on the other hand, with respect to the Proxy Statement or the Merger.
Appears in 1 contract
Sources: Merger Agreement (Novoste Corp /Fl/)
Proxy Statement. (a) As If required by Nasdaq Listing Rules for the issuance of the Parent Shares, including, but not limited to Listing Rule 5635, as promptly as reasonably practicable following after the date of this Agreementhereof, the Purchaser and in consultation with Vendors’ Representative, Parent shall prepare and file with the SEC a proxy statement (as amended or supplemented from time to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereoftime, the “Proxy Statement”)) calling a special meeting of Parent’s stockholders (the “Stockholder Meeting”) in accordance with its certificatearticles of incorporation and by-laws seeking the approval of the Parent’s stockholders of Parent for the transactions contemplated by this Agreement and the other Transaction Documents, and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation Corporation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company Vendors’ Representation shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior obtain and furnish to Parent any financial and other information about the effective date Corporation required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder to be included in the Proxy Statement all in accordance with and as required by Parent’s certificatearticles of incorporation and by-laws, applicable Law and any applicable rules and regulations of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in SEC and Nasdaq. In connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), Parent will not, at the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed also file with the SEC or all financial and other information about Parent, the Corporation and the transactions contemplated by this Agreement and the other Transaction Documents in accordance with applicable proxy solicitation rules set forth in Parent’s certificatearticles of incorporation and by-laws, applicable lawLaw and any applicable rules and regulations of the SEC and Nasdaq (such Proxy Statement is first mailed Statement, together with any additional soliciting materials, supplements, amendments and/or exhibits thereto, the “Proxy Documents”). Except with respect to the Purchaser Shareholders, at the time of the Purchaser Meeting financial and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the other information provided by or on behalf of the Company to the Purchaser Corporation for inclusion in the F-4 Registration Proxy Documents, Parent shall ensure that, when filed, the Proxy Statement and other Proxy Statement (including Documents will comply in all material respects with the Company Financial Statements) will not contain any untrue statement requirements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (Exchange Act and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated thereunder. Parent shall cause the Proxy Documents to be disseminated as promptly as practicable after receiving clearance from the SEC to Parent’s equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”). Subject to any information provided for inclusion therein by the Corporation, Parent shall cause the Proxy Documents to comply in all material respects with the Federal Securities Laws. Parent shall provide copies of the proposed forms of the Proxy Documents (including, in each case, any amendments or supplements thereto) to the Corporation such that the Corporation and its Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, and Parent shall reasonably consider in good faith any comments of the Corporation and its Representatives. Parent shall respond promptly to any comments of the SEC or its staffstaff with respect to the Proxy Documents and promptly correct any information provided by it for use in the Proxy Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. Each of Parent shall amend or supplement the Parties shall use commercially reasonable efforts to Proxy Documents and cause the F-4 Registration Statement Proxy Documents, as so amended or supplemented, to be declared effective filed with the SEC and to be disseminated to the Parent stockholders of Parent, in each case as soon and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and Parent’s certificatearticles of incorporation and by-laws. Parent shall provide the Corporation and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that Parent or any of its Representatives receive from the SEC or its staff with respect to the Proxy Documents promptly after the receipt of such comments and shall give the Corporation a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. As promptly as possible and reasonably practicable after the Proxy Statement has “cleared” comments from the SEC, Parent shall cause the definitive Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement filed with the SEC and, if appropriate, in mailing such amendment or supplement and disseminated to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provideParent stockholders, and require its Representativesshall duly call, advisorsgive notice of, accountants convene and attorneys to providehold the Stockholder Meeting. On or before July 15, 2019, Parent shall advise the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that Corporation in writing if Parent Stockholder Approval and/or a Stockholder Meeting is required by Applicable Law pursuant to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingthis Agreement.
Appears in 1 contract
Sources: Share Purchase Agreement (Inpixon)
Proxy Statement. (ai) As promptly as reasonably practicable following the date execution and delivery of this Agreement, the Purchaser shall Acquiror shall, in accordance with this Section 8.02(a), and each Company Party will reasonably cooperate (including causing each of their Subsidiaries and Representatives to reasonably cooperate) with Acquiror, and provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary therefor, to prepare and file with the SEC SEC, in preliminary form, a proxy statement in connection with the Transactions (the “Proxy Statement”) to be sent to the stockholders of Acquiror in advance of the Purchaser relating Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Common Stock by tendering such shares for redemption not later than two Business Days prior to the meeting originally scheduled date of the Purchaser Shareholders Special Meeting (the “Acquiror Stockholder Redemption”); and a Registration (B) soliciting proxies from holders of Acquiror Common Stock to vote at the Special Meeting, as may be adjourned or postponed, in favor of the Acquiror Stockholder Matters. Without the prior written consent of the Company Parties, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s stockholders at the Special Meeting, as adjourned or postponed. The Proxy Statement on Form F-4 will comply as to form and substance with the applicable requirements of the SEC and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Acquiror shall (including all amendments theretoI) file the definitive Proxy Statement with the SEC and (II) cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the Acquiror Board in accordance with Section 8.02(b), as promptly as practicable (but in no event less than five Business Days except as otherwise required by applicable Law) following the earlier to occur of: (x) if the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “F-4 Registration StatementProxy Clearance Date”) ). ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and Acquiror will equally split the filing fees in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”)Statement when due, and the Company shallactual amounts of such fees paid by Acquiror shall be deemed Acquiror Transaction Expenses, or the actual amount of such fees paid by ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall cause its Affiliates tobe deemed ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Transaction Expenses, prepare and file the actual amount of such fees paid by ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall be deemed ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Transaction Expenses.
(ii) Prior to filing with the SEC all SEC, Acquiror will make available to the Company Parties and their respective counsel drafts of the Proxy Statement and any other documents to be filed by with the Purchaser SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Company Parties and their respective counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC in connection with without the Acquisitionprior consent of the Company Parties (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror will advise the Company Parties promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) if the preliminary Proxy Statement is not reviewed by the SEC, the Stock Consolidation and expiration of the other transactions contemplated hereby waiting period in Rule 14a-6(a) under the Exchange Act; (C) if the “Other Filings”) as required preliminary Proxy Statement is reviewed by the 1933 Act SEC, receipt of oral or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation written notification of the F-4 Registration completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement, ; (E) any request by the SEC for amendment of the Proxy Statement; (F) any comments from the SEC relating to the Proxy Statement and responses thereto; (G) requests by the SEC for additional information; and (H) the issuance of any Other Filingsstop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction or of the initiation or written threat of any proceeding for any such purpose. Each Party Acquiror shall respond to any SEC comments on the Proxy Statement as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their its commercially reasonable efforts to satisfy have the Proxy Statement/Prospectus cleared by the SEC under the Exchange Act as promptly as practicable; provided, that prior to responding to any requests or comments from the SEC, Acquiror will make available to the Company Parties and their respective counsel drafts of any such response and provide the Company Parties and their respective counsel with a reasonable opportunity to comment on such drafts.
(iii) If, at any time prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements Special Meeting, there shall be discovered any information that should be set forth in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any an amendment or supplement thereto is filed with the SEC or to the Proxy Statement is first mailed to so that the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, contain Proxy Statement would not include any untrue statement misstatement of a material fact or omit to state 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, Acquiror shall promptly file an amendment or supplement to the Proxy Statement containing such information. The Each Company covenants Party will provide to Acquiror all information regarding such Company Party, its Affiliates and agrees its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, a Company Party discovers any information, event or circumstance relating to such Company Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading, then such Company Party shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies.
(iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Purchaser MeriStar and Interstate shall jointly prepare and MeriStar shall file with the SEC a single document that will constitute (i) the proxy statement to be sent to the stockholders of the Purchaser Interstate relating to the meeting of Interstate's stockholders (the Purchaser Shareholders "INTERSTATE STOCKHOLDERS MEETING") to be held to consider approval and a Registration Statement adoption of the Interstate Proposals, (ii) the proxy statement of MeriStar relating to the meeting of MeriStar's stockholders (the "MERISTAR STOCKHOLDERS Meeting") to be held to consider approval of the MeriStar Proposals and (iii) the registration statement on Form F-4 S-4 of MeriStar (including together with all amendments thereto, “F-4 Registration Statement”) the "REGISTRATION STATEMENT"), in connection with the issuance registration under the Securities Act of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents Surviving Corporation Common Stock to be filed by issued to the Purchaser with the SEC stockholders of Interstate in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange ActMerger. The Purchaser and the Company shall cooperate with each other in connection Substantially contemporaneously with the preparation filing of the F-4 Registration Statement, the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the NYSE and any Other Filingsthe NASDAQ. Each Party MeriStar and Interstate shall each use its reasonable best efforts to cause the Registration Statement to become effective as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy practicable, and, prior to the effective date of the F-4 Registration Statement (the "REGISTRATION STATEMENT EFFECTIVE DATE"), MeriStar shall take all or any reasonable action required under any applicable Securities Laws or “blue sky” notice requirements Law in connection with the Acquisition issuance of Surviving Corporation Common Stock pursuant to the Merger. Each of MeriStar and to consummate Interstate shall furnish all information concerning MeriStar or Interstate as the other transactions contemplated herebyparty may reasonably request in connection with such actions and the preparation of the definitive proxy statement forming a part of the Registration Statement (the "PROXY STATEMENT"). As promptly as practicable after the Registration Statement Effective Date, the Proxy Statement and all associated materials (collectively, the "PROXY Materials") will be mailed to the stockholders of MeriStar and Interstate. MeriStar and Interstate shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Securities Act, (ii) the Exchange Act, including Sections 14(a) and 14(d) thereof, (iii) the rules and regulations of the NYSE, (iv) the rules and regulations of the NASDAQ, (v) the DGCL and (vi) the MGCL.
(b1) The Purchaser covenants Proxy Statement shall include the unanimous and agrees unconditional recommendation of the Board of Directors of Interstate to the stockholders of Interstate that they vote in favor of the Interstate Proposals (the "INTERSTATE BOARD RECOMMENDATION"); PROVIDED, HOWEVER, that the F-4 Board of Directors of Interstate may, at any time prior to the Effective Time, withdraw, modify or otherwise change any such recommendation pursuant to, but only in compliance with, Section 5.7(b). In addition, the Proxy Statement will include a copy of the written opinion of the Interstate Financial Advisor referred to in Section 3.18.
(2) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of MeriStar to the stockholders of MeriStar that they vote in favor of the MeriStar Proposals (the "MERISTAR BOARD RECOMMENDATION"); PROVIDED, HOWEVER, that the Board of Directors of MeriStar may, at any time prior to the Effective Time, withdraw, modify or otherwise change any such recommendation pursuant to but only in compliance with, Section 5.8(b). In addition, the Proxy Statement will include a copy of the written opinion of the MeriStar Financial Advisor referred to in Section 4.18.
(c) No amendment or supplement to the Proxy Statement shall be made without the approval of each of MeriStar and Interstate, which approval shall not be unreasonably withheld or delayed. Each of MeriStar and Interstate shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the MeriStar Common Stock issuable as Surviving Corporation Common Stock in connection with the Merger for offering or sale in any 63 jurisdiction, or of any request by the SEC, the NYSE or the NASDAQ for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.
(d) The information supplied by Interstate for inclusion in the Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will Statement shall not, at (i) the time that the F-4 Registration Statement and is declared effective, (ii) the time the Proxy Statement Materials (or any amendment of or supplement thereto is filed with the SEC or to the Proxy Statement Materials) is first mailed to the Purchaser Shareholdersstockholders of each of MeriStar and Interstate, at (iii) the time of Interstate Stockholders Meeting, and (iv) the Purchaser Meeting and at the Closing Timetime of MeriStar Stockholders Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements made therein, in light of the circumstances under which they were made, Proxy Statement not misleading. The Company covenants and agrees that the information provided by the Company If at any time prior to the Purchaser Effective Time, any event or circumstance relating to Interstate or any Interstate Subsidiary, or their respective officers or directors, should be discovered by Interstate that, in Interstate's reasonable judgment after the receipt of advice from its independent legal counsel, should be set forth in an amendment or a supplement to the Proxy Statement, Interstate shall promptly inform MeriStar. All documents that Interstate is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material respects with the applicable requirements of the MGCL, the Securities Act and the Exchange Act.
(e) The information supplied by MeriStar for inclusion in the F-4 Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of each of MeriStar and Proxy Statement Interstate, (including iii) the Company Financial Statementstime of the Interstate Stockholders Meeting, and (iv) will not the time of the MeriStar Stockholders Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make such information the statements in the Proxy Statement not misleading. Notwithstanding If, at any time prior to the foregoingEffective Time, any event or circumstance relating to MeriStar or any MeriStar Subsidiary, or their respective officers or directors, should be discovered by MeriStar that, in MeriStar's reasonable judgment after the Purchaser makes no covenantreceipt of advice from its independent legal counsel, representation should be set forth in an amendment or warranty a supplement to the Proxy Statement, MeriStar shall promptly inform Interstate. All documents that MeriStar is responsible for filing with respect the SEC in connection with the transactions contemplated by this Agreement shall comply as to statements made form and substance in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply all material aspects with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments requirements of the SEC or its staff. Each of DGCL, the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible Securities Act and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party Exchange Act.
(f) Interstate and MeriStar shall promptly each furnish to the other Party all information concerning such Partycopies of any forms, such Party’s Subsidiaries reports, schedules, statements and such Party’s stockholders that may other documents required to be required or reasonably requested in connection with any action contemplated filed by this Section 8.10. If any event relating to it under the Purchaser Securities Act or the Company occursExchange Act, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement which it files with the SEC and, if appropriate, in mailing such amendment on or supplement to after the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and providedate hereof, and require its RepresentativesInterstate and MeriStar, advisorsas the case may be, accountants represents and attorneys to providewarrants that, as of the Purchaser and its Representativesrespective dates thereof, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement shall such reports will 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 made therein, in the light of the circumstances under which they were made, not misleading. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present, in all material respects, the financial position of Interstate and its consolidated subsidiaries or MeriStar and its consolidated subsidiaries, as the case may be, as of the dates thereof and the results of operations and cash flows and other information included therein for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto) and subject to normal year-end adjustments that would not, individually or in the aggregate, be material in amount or effect.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date of this AgreementClosing Date, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereofas amended, the “Proxy Statement”), and ) for the Company shall, or shall cause its Affiliates to, prepare and file with purpose of soliciting proxies from the SEC all other documents Purchaser’s stockholders to be filed by approve the Purchaser with conversion of the SEC in connection with shares of Series E Preferred Stock into shares of the Acquisition, the Purchaser’s Common Stock Consolidation and the other transactions contemplated hereby (the “Other FilingsPurchaser Special Meeting”) as required by the 1933 Act or the U.S. Exchange Act). The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate hold Purchaser Special Meeting within sixty (60) calendar days of the Closing Date with the recommendation of the Purchaser’s board of directors that such proposal(s) be approved. The Purchaser and provide, and require shall solicit proxies from its Representatives, advisors, accountants and attorneys stockholders with respect to providethe Purchaser Special Meeting in the same manner as all other management proposals contained in such proxy statement. The Purchaser shall use its reasonable best efforts to obtain stockholder approval at the Purchaser Special Meeting. If the Purchaser does not obtain Stockholder Approval at the Purchaser Special Meeting, the Purchaser shall call a stockholder meeting every three (3) months thereafter until the date stockholder approval is obtained. The Purchaser shall use best efforts to have management and its Representativesthe directors of the Purchaser to vote all shares of Common Stock over which it has voting control that are eligible to vote at, advisorsand are held of record on, accountants the applicable record date, if any, in favor of any and attorneysall proposals and/or resolutions presented by the Purchaser for purposes of obtaining stockholder approval at the Purchaser Special Meeting.
(b) Purchaser, with all true, correct and complete information regarding the assistance of the Company that is required by Applicable Law and other Parties, shall promptly respond to be included in the F-4 Registration Statement and/or any SEC comments on the Proxy Statement or reasonably requested and shall otherwise use its commercially reasonable efforts to cause the Proxy Statement to “clear” comments from the Purchaser SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its Representatives receive from the SEC or its staff with respect to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by , the Company to be included in Purchaser Special Meeting promptly after the F-4 Registration Statement and/or receipt of such comments and shall give the Proxy Statement shall not contain any untrue statement of other Party a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of reasonable opportunity under the circumstances under which they were made, not misleadingto review and comment on any proposed written or material oral responses to such comments.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, the 14.6.1 Purchaser shall prepare has prepared and file filed with the SEC a proxy statement to be sent to (herein, together with any amendments thereof or supplements thereto, the stockholders of the Purchaser "PROXY STATEMENT") relating to the meeting of Purchaser's stockholders (herein "PURCHASER STOCKHOLDERS' MEETING") to be held to consider approval of the issuance of the Consideration Shares in accordance with this Agreement (herein the "PURCHASER STOCK ISSUANCE"). Purchaser Shareholders shall use all reasonable efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable after such filing, and a Registration Purchaser shall use all best efforts to cause the Proxy Statement on Form F-4 (including to be mailed to Purchaser's stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. Seller shall furnish all amendments thereto, “F-4 Registration Statement”) information concerning Seller that Purchaser may reasonably request in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), actions and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Proxy Statement, including, without limitation, the Business Financial Statements to be prepared pursuant to Section 12.4 above.
14.6.2 The Proxy Statement shall include the recommendation of the Board of Directors of Purchaser to the stockholders of Purchaser in favour of approval of the Purchaser Stock Issuance; provided, however, that the Board of Directors of Purchaser may, at any time prior to the Purchaser Stockholders' Meeting, withdraw, modify or change any such recommendation to the extent that the Board of Directors of Purchaser determines in good faith after consultation with independent legal counsel that the failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Purchaser to breach its fiduciary duties to Purchaser's stockholders under applicable law.
14.6.3 Purchaser will advise Seller of any request by the SEC for amendment of the Proxy Statement or comments thereon and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral responses thereto or written comments from the staff of requests by the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser for additional information and the Company shall also use their commercially reasonable efforts will consult with Seller with respect to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with to the SEC or Proxy Statement.
14.6.4 The information supplied by Seller for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement is cleared by the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Purchaser Shareholdersstockholders of Purchaser, at and (iii) the time of the Purchaser Meeting and at the Closing TimeStockholders' Meeting, contain any untrue statement of a material fact or omit fail to state 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. The Company covenants and agrees that the information provided by the Company If, at any time prior to the Purchaser Stockholders' Meeting, any event or circumstance relating to Seller, or its officers or directors, should be discovered by Seller which should be set forth in an amendment or a supplement to the Proxy Statement, Seller shall promptly inform Purchaser.
14.6.5 The information supplied by Purchaser for inclusion in the F-4 Registration Proxy Statement and shall not, at (i) the time the Proxy Statement is cleared by the SEC, (ii) the time the Proxy Statement (including or any amendment thereof or supplement thereto) is first mailed to the Company Financial Statementsstockholders of Purchaser, and (iii) will not the time of the Purchaser Stockholders' Meeting, 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement shall not contain any untrue statement of a material fact or omit fail to state 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. If, at any time prior to the Purchaser Stockholders' Meeting, any event or circumstance relating to Purchaser, or its officers or directors, should be discovered by Purchaser which should be set forth in an amendment or a supplement to the Proxy Statement, Purchaser shall promptly inform Seller, and shall promptly arrange for all necessary actions to be taken to amend or supplement the Proxy Statement, and if required, distribute such amendment or supplement to the Purchaser's stockholders as soon as practicable. All documents that Purchaser is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act.
Appears in 1 contract
Proxy Statement. (a) As If determined to be required by the Company, as promptly as reasonably practicable following after the date Effective Date, but subject to the prior completion of this Agreementthe condition to the First Closing as set forth in Section 3.01(o), the Purchaser Company shall prepare with the assistance, cooperation and commercially reasonable efforts of SAI and the Sellers, and file with the SEC a proxy statement to be sent of the Company on Schedule 14A pursuant to the stockholders of Exchange Act or other applicable form as determined by the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 Company (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”) for the purpose of soliciting proxies from the Company shareholders for the matters to be acted upon at the Company Annual Meeting (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Company shareholders to vote, at the annual general meeting of Company shareholders to be called and held in 2024 (the “Company Annual Meeting”), in favor of resolutions approving (i) the adoption and approval of the issuance of the Payment Shares, the Agudath Note, the Spetner Note and the shares of Company Common Stock to be issued in the Offering, and the approval and adoption of this Agreement and Transaction Documents and the Transactions Overall, by the holders of Company shallCommon Stock in accordance with the Company Organizational Documents, the DGCL, and the rules and regulations of the SEC and Nasdaq, and (ii) such other matters as the Company shall hereafter determine to be necessary or shall cause its Affiliates toappropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) and (ii), prepare collectively, the “Company Shareholder Approval Matters”), (iii) such other matters as determined by the Company to be submitted to the Company shareholders at the Company Annual Meeting; and (iv) the adjournment of the Company Annual Meeting, if necessary or desirable in the reasonable determination of the Company. If on the date for which the Company Annual Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Required Company Shareholder Approval (as defined below), whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Annual Meeting. In connection with the Proxy Statement, the Company and SAI will file with the SEC all financial and other documents to be filed by information in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser with the SEC in connection with the AcquisitionCompany Organizational Documents, the Stock Consolidation DGCL and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser rules and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff regulations of the SEC on the F-4 Registration Statement or any Other Filingand Nasdaq. The Purchaser SAI and the Sellers shall provide the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statementsuch information concerning SAI, including any pro forma financial statements included therein (Nroll, Benefit Counselors, and the letter to stockholdersSellers and SAI’s officers, notice of meeting and form of proxy included therewithdirectors, employees, assets, Liabilities, condition (financial or otherwise), will not, at the time business and operations that the F-4 Registration Statement and Proxy Statement may be required or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser appropriate for inclusion in the F-4 Registration Statement Proxy Statement, or in any amendments or supplements thereto, which information provided by SAI or the Sellers shall be true and Proxy Statement (including the Company Financial Statements) will correct and 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made thereinnot materially misleading (subject to the qualifications and limitations set forth in the materials provided by SAI or the Sellers). If required by applicable SEC rules or regulations, such financial information provided by SAI or the Sellers must be reviewed or audited by the Company’s auditors. The Company will use all commercially reasonable efforts to cause the Proxy Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Proxy Statement effective as long as is necessary to consummate the Transactions.
(b) Each Party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company, SAI and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Company shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and the Company shall cause the Proxy Statement to be disseminated to the Company’s shareholders, in light each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Company Organizational Documents.
(c) As soon as practicable following the circumstances under which they were madeProxy Statement “clearing” comments from the SEC and being declared effective by the SEC, not misleadingthe Company shall distribute the Proxy Statement to the Company’s shareholders, and, pursuant thereto, shall call the Company Annual Meeting in accordance with the DGCL and the Company Organizational Documents.
Appears in 1 contract
Sources: Stock Exchange Agreement (Reliance Global Group, Inc.)
Proxy Statement. (a) As promptly soon as reasonably as practicable following after the date execution of this Agreement, the Purchaser Buyer, in cooperation with Target, shall prepare and file with the SEC a proxy statement the Proxy Statement. Buyer, acting through the Buyer Board, shall include in the Proxy Statement (or any supplement thereto filed pursuant to be sent to this Section 4) the stockholders unanimous (of those directors that were present) recommendation of the Purchaser relating to Buyer Board that the meeting shareholders of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) Buyer vote in connection with the issuance favor of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), this Agreement and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby adoption of this Agreement (the “Other FilingsBuyer Recommendation”) as required by the 1933 Act or the U.S. Exchange Act). The Purchaser and the Company Buyer shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staffstaff and shall cause the Proxy Statement to be mailed to its shareholders at the earliest practicable time after the resolution of any such comments. Each Buyer shall notify Target promptly upon the receipt of any comments from the Parties SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply Target with copies of all correspondence between Buyer or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Provided that there shall have been no change in the Buyer Recommendation, Buyer shall use commercially reasonable efforts to obtain the Requisite Buyer Stockholder Approval. Buyer shall use commercially reasonable efforts to cause all documents that Buyer is responsible for filing with the F-4 Registration Statement SEC or other regulatory authorities under this Section 4 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Target shall use commercially reasonable efforts to provide, or to cause to be declared effective as soon as possible and provided, to Buyer for inclusion in the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party and any amendments or supplements thereto all information concerning such Party, such Party’s Subsidiaries regarding Target and such Party’s stockholders its Affiliates that may be required or reasonably requested in connection with any action contemplated by this Section 8.10applicable law and the rules and regulations promulgated thereunder to be so included. If Whenever any event relating occurs which is required to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser Target or the CompanyBuyer, as applicablethe case may be, shall promptly inform the other Party thereof of such occurrence and shall cooperate with one another in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of Buyer, such amendment or supplement supplement. Notwithstanding the foregoing, Buyer shall not file with the SEC and, if appropriate, in mailing such amendment or supplement mail to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or shareholders the Proxy Statement. The information provided by the Company , any amendment thereto, any other soliciting material or any such other documents without providing Target a reasonable opportunity to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingreview and comment on such documents.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following the date of this AgreementAgreement but not later than thirty (30) calendar days after the Initial Closing Date, the Purchaser Company shall prepare and file with the SEC Commission a proxy statement to be sent to the stockholders of the Purchaser Company relating to the a stockholders’ meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares shares of which such proxy statement may form a part Common Stock (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”) pursuant to the Transaction Documents and the approval of all terms and conditions of the Transaction Documents necessary for the effectuation of the Offering, including, without limitation, the amendment to the Company’s Certificate of Designations governing the Series F Convertible Preferred Stock required pursuant to the Consent, Waiver and Amendment Agreement, and any such other matters requiring shareholder approval under the rules and regulations of the NASDAQ Capital Market (collectively, the “Stockholder Approval”). The Company shall use its commercially reasonable efforts to have the Proxy Statement approved by the Commission for transmission to Company shareholders as promptly as practicable after such filing, and the Company shall, or shall cause thereafter use its Affiliates to, prepare and file with the SEC all other documents commercially reasonable efforts to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, promptly thereafter mail the Proxy Statement and any Other Filingsto the holders of each of the Company’s stockholders. Each Party The Company shall as promptly as reasonably practicable notify the other Party Purchasers of the receipt of any oral or written comments from the staff of the SEC Commission on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated herebyProxy Statement.
(b) The Purchaser covenants Company agrees, as to itself and agrees its Subsidiaries, that none of the F-4 Registration information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with will, at the SEC or the Proxy Statement is first mailed date of mailing to the Purchaser Shareholders, its stockholders and at the time of the Purchaser Meeting and at the Closing Timestockholder meeting, or any adjournment or postponement thereof, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Securities Act.
(c) Purchasers and agrees their respective counsels shall be given a reasonable opportunity to review and comment upon the Proxy Statement prior to the filing thereof with the Commission, and shall provide any comments thereon as soon as reasonably practicable. The Company will promptly notify Purchasers upon communication from the Commission that the information provided Commission has cleared the Proxy Statement for distribution to the Company’s shareholders.
(d) Subject to Section 4.26(e), the Company shall take all action necessary in accordance with the DGCL and the Company’s articles of incorporation and bylaws to set the record date for determining the Company’s stockholders entitled to attend a meeting of the Company’s stockholders, and duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement is cleared by the Company to Commission for the Purchaser for inclusion in purpose of obtaining the F-4 Registration Statement and Proxy Statement Stockholder Approval (including the Company Financial Statements) will not contain such meeting or any untrue statement of a material fact adjournment or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoingpostponement thereof, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (“Stockholder Meeting”) and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments solicit from its stockholders proxies in favor of the SEC or its staff. Each adoption and approval of this Agreement, the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible other Transaction Documents and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, such Party’s Subsidiaries transactions contemplated hereby and such Party’s stockholders that may be required or reasonably requested thereby and include its recommendation in connection with any action contemplated by this Section 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware favor of any information, that should be disclosed approval in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by Company will not withdraw or modify the positive recommendation without good cause.
(e) Notwithstanding Section 4.26 (a), (b), (c) or (d), if on a date for which the Stockholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of the Common Stock to be included in obtain the F-4 Registration Statement and/or Stockholder Approval, whether or not a quorum is present, the Proxy Statement Company shall have the right to postpone or adjourn the Stockholders Meeting to a date which 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 more than forty-five (45) days after the statements made therein, in light original date of the circumstances under which they were madeStockholder Meeting. If the Company continues not to receive proxies representing a sufficient number of shares of Common Stock to obtain the Stockholder Approval vote, whether or not misleadinga quorum is present, the Company may make one or more successive postponements or adjournments of the Stockholder Meeting as long as the date of the Stockholder Meeting is not postponed or adjourned without the consent of the Majority in Interest no later than one hundred and eighty (180) days after the Initial Closing Date. The Stockholder Approval will not be deemed to have been obtained unless it is obtained not later than one hundred and eighty (180) calendar days after the Initial Closing Date.
Appears in 1 contract
Sources: Securities Purchase Agreement (Echo Therapeutics, Inc.)
Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Purchaser Seller shall prepare and file with the SEC SEC, and shall use all reasonable efforts to have promptly cleared by the SEC, and promptly thereafter shall mail to its stockholders, a proxy statement and a form of proxy (collectively, the "Proxy Statement"), as may be amended and supplemented, to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) used in connection with the issuance special meeting (the "Stockholders' Meeting") of Seller's stockholders to consider the Asset Sale (the "Stockholders' Meeting"). Seller shall provide Purchaser Shares of which such proxy statement may form with a part (such proxy statement, whether or not constituting a part thereof, reasonable opportunity to review and comment upon the “Proxy Statement”), and the Company shall, or shall cause Statement prior to its Affiliates to, prepare and file filing with the SEC all other documents and distribution to be filed by the Seller's stockholders, and Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) shall use reasonable efforts to provide its comments thereon as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation promptly as practicable after delivery of the F-4 Registration Statement, the Proxy Statement to Purchaser and any Other Filingsits legal counsel. Each Party Seller shall as notify Purchaser promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC with respect to the Proxy Statement and of any requests by the SEC for amendments or supplements to the Proxy Statement and will supply Purchaser with copies of all correspondence between Seller and its representatives, on the F-4 Registration Statement or any Other Filing. The Purchaser one hand, and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed members of its staff, on the other hand, with respect to the Proxy Statement. Seller and Purchaser Shareholders, at the time of the Purchaser Meeting shall each use reasonable efforts to obtain and at the Closing Time, contain any untrue statement of a material fact or omit to state any material fact furnish information 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. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion included in the F-4 Registration Statement Proxy Statement; and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoingSeller, the Purchaser makes no covenantafter consultation with Purchaser, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement shall use reasonable efforts (and the letter Purchaser agrees to stockholders, notice of meeting and form of proxy included reasonably cooperate with Seller in connection therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and ) to respond promptly to any comments of made by the SEC or its staff. Each of with respect to the Parties shall use commercially reasonable efforts to Proxy Statement and cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to its stockholders at the earliest practicable time. Seller shall notify Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement of its intention to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or mail the Proxy Statement or reasonably requested from to the Purchaser stockholders of Seller at least 48 hours prior to be included in the F-4 Registration Statement and/or the Proxy Statementintended time of such mailing. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement shall not contain any untrue statement include the recommendation of a material fact or omit to state any material fact required to be stated therein or necessary Seller's Board of Directors in order to make the statements made therein, in light favor of the circumstances Asset Sale and approval of this Agreement, unless independent outside legal counsel to Seller shall advise Seller's Board of Directors and the directors' fiduciary duties under which they were made, not misleadingapplicable law make such recommendation inappropriate.
Appears in 1 contract
Proxy Statement. The Company shall provide each stockholder entitled to vote at a meeting of stockholders of the Company, which meeting shall be not later than the earlier of (ai) As promptly the date which is 180 days after the first date (a "180-DAY PROXY STATEMENT TRIGGER DATE") on which for each of the 20 consecutive trading days ending on such Proxy Statement Trigger Date the sum of (A) the Conversion Shares issued or issuable upon conversion of the Preferred Shares (without regard to any limitations on conversions) and (B) the Warrant Shares issued or issuable upon exercise of the Warrants (without regard to any limitations on conversions) is greater than or equal to the Exchange Cap (as reasonably practicable following defined in the Articles of Amendment) and (ii) the date which is 60 days after the first date (a "60-DAY PROXY STATEMENT TRIGGER DATE") on which the sum of (A) the Conversion Shares issued upon conversion of the Preferred Shares and (B) the Warrant Shares issued upon exercise of the Warrants is greater than or equal to the Exchange Cap (the "STOCKHOLDER MEETING DEADLINE"), a proxy statement, which has been previously reviewed by the Buyers and a counsel of their choice, soliciting each such stockholder's affirmative vote at such stockholder meeting for approval of the Company's issuance of all of the Securities as described in this Agreement, and the Company shall use its best efforts to solicit its stockholders' approval of such issuance of the Securities and cause the Board of Directors of the Company to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if a 60-Day Proxy Statement Trigger Date occurs, the Company shall not be required to hold a meeting of stockholders solely because of the occurrence of such 60-Day Proxy Statement Trigger Date unless the holders of the Preferred Shares temporarily waive, in writing, any redemption rights to which such holders are entitled under the Certificate of Amendment due to the Company's inability to issue Conversion Shares as a result of the Exchange Cap (the "REDEMPTION WAIVER") during the period beginning on the date of this Agreement, the Purchaser shall prepare and file with mailing of the SEC a proxy statement to the Company's stockholders (the "MAILING DATE") and ending on the earlier of (i) the date which is thirty (30) days after the Mailing Date and (ii) the date of the meeting of stockholders; provided, however, that the holders of Preferred Shares shall not be sent required to execute the Redemption Waiver and the Company will remain obligated to hold a meeting of stockholders unless the Company gives such holders written notice of the requirement for the Redemption Waiver at least the two (2) Business Days prior to the Mailing Date. If the Company fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline, then, as partial relief (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Preferred Shares an amount in cash per Preferred Share equal to the product of (i) $10,000 multiplied by (ii) .025 multiplied by (iii) the quotient of (x) the number of days after the Stockholder Meeting Deadline that a meeting of the Purchaser relating Company's stockholders is not held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five days of the earlier of (I) the holding of the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments theretoCompany's stockholders, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares failure of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion resulted in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 requirement to make such information not misleadingpayments and (II) the last day of each 30-day period beginning on the Stockholder Meeting Deadline. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until paid in full. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect Company shall not be required to statements made in the F-4 Registration Statement or hold a meeting of its stockholders within 180 days of a 180-Day Proxy Statement Trigger Date as a result of such 180-Day Proxy Statement Trigger Date having occurred if for 20 consecutive trading days during the period beginning on the first day following such 180-Day Proxy Statement Trigger Date and ending on and including the date which is 90 days after such 180-Day Proxy Statement Trigger Date 19.99% of the number of shares of Common Stock outstanding on the Initial Closing Date is greater than (x) the sum of (I) the number of Conversion Shares and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing Warrant Shares issued by the Company specifically for inclusion therein. Each and (II) the number of Conversion Shares and Warrant Shares then issuable upon conversion of all outstanding Preferred Shares and Warrants, respectively, without regard to any limitations on conversion or exercise thereof, multiplied by (y) 1.5 (a "PROXY STATEMENT CURE"); provided, however, that if a Proxy Statement Cure shall have occurred then the Company shall be obligated to hold a meeting of its stockholders pursuant to clause (i) of the Parties shall use commercially reasonable efforts to cause first sentence of this Section 4(m) following the F-4 Registration Statement and next 180-Day Proxy Statement Trigger Date to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the occur following such Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser ShareholdersCure.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Securities Purchase Agreement (Andrea Electronics Corp)
Proxy Statement. (a) As promptly as reasonably practicable following after the date of this AgreementExecution Date, the Purchaser Seller shall prepare and file with the SEC a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 Seller Stockholders' Meeting (including all together with any amendments thereof or supplements thereto, “F-4 Registration Statement”) in connection the "PROXY STATEMENT"). Seller, after consultation with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith)Purchaser, will not, at the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement respond to comply with the applicable rules and regulations promulgated any comments made by the SEC and with respect to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement and to be mailed to make any further filings in connection therewith Seller in its reasonable discretion deems necessary or appropriate. Purchaser Shareholders shall furnish all information as Seller may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the SEC declares clearance of the F-4 Registration Proxy Statement by the SEC, Seller shall mail the Proxy Statement to be effectiveits stockholders. Each Party Subject to SECTION 6.7, the Proxy Statement shall include the Seller Recommendation. Seller will notify Purchaser, promptly furnish after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Seller shall supply Purchaser with copies of all written correspondence between Seller or any of its Representatives, on the one hand, and the SEC or the SEC's staff or any other governmental officers, on the other hand, with respect to the other Party all Proxy Statement or the Transactions; PROVIDED, HOWEVER, that nothing herein shall obligate Seller to disclose any written information concerning such Party, 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 8.10submitted to the SEC for which Seller has obtained confidential treatment thereof from the SEC. If at any time prior to the Effective Time, any event or circumstance relating to the Purchaser or the Company occursany Affiliate of Purchaser, or if the Purchaser or the Company becomes aware of any informationtheir respective Representatives, that should be disclosed discovered by Purchaser which should be set forth in an amendment or a supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform Seller. If at any time prior to the other Party thereof and shall cooperate with one another Effective Time, any event or circumstance relating to Seller or any Subsidiary of Seller, or their respective Representatives, should be discovered by Seller which should be set forth in filing such an amendment or supplement with the SEC and, if appropriate, in mailing such amendment or a supplement to the Purchaser Shareholders.
(c) The Company Proxy Statement, Seller shall use its commercially reasonable efforts to cooperate promptly inform Purchaser. All documents that Seller is responsible for filing in connection with the Purchaser Transactions will comply as to form and provide, and require its Representatives, advisors, accountants and attorneys to provide, substance in all material respects with the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light applicable requirements of the circumstances under which they were made, not misleadingExchange Act and other applicable Laws.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date hereof, Parent shall prepare, with the reasonable assistance of this Agreementthe Company, and (provided, that the Purchaser shall prepare Company has provided to Parent all of the information described in Section 5.20(e) hereof, including such financial statements and other information of the Company and its Subsidiaries to be delivered to Parent by the Company or its auditors and required to be included in the Proxy Statement) file with the SEC SEC, in preliminary form, a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereofas amended, the “Proxy Statement”) for the purpose of soliciting proxies from holders of Parent Common Stock for the matters to be acted upon at the Parent Special Meeting and providing the holders of Parent Common Stock with instructions regarding the opportunity to have their Parent Common Stock redeemed (the “Redemption”).
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent stockholders to vote, at an extraordinary general meeting of Parent stockholders to be called and held for such purpose (the “Parent Special Meeting”), in favor of resolutions approving (i) the approval of this Agreement and the transactions contemplated hereby, including the Mergers, (ii) the approval of the issuance of the Share Consideration, (iii) the adoption and approval of the Amended Parent Charter, (iv) the adoption and approval of a new equity incentive plan, in the form attached hereto as Exhibit L, with such changes thereto as Parent and the Company shallmay mutually agree (the “Parent Equity Incentive Plan”), or (v) the appointment, and designation of classes, of the members of the Post-Closing Board, and appointment of the members of any committees thereof, in each case in accordance with hereof, (vi) such other matters as the Company and Parent shall cause its Affiliates to, prepare and file with the SEC all other documents hereafter mutually determine to be filed by necessary or appropriate in order to effect the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation Merger and the other transactions contemplated hereby by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Other FilingsRequired Approval Matters”), and (vii) as required the adjournment of the Parent Special Meeting, if necessary or desirable in the reasonable determination of Parent. If on the date for which the Parent Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares to obtain the Required Approval Matters, whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of the Parent Special Meeting.
(c) In connection with the Proxy Statement, Parent will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in Parent’s organizational documents, the 1933 Act or Company Charter Documents, the U.S. Exchange ActCGCL, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser Parent and the Company shall cooperate with each other in connection with provide the preparation respective counsel of the F-4 Registration Statement, other party with a reasonable opportunity to review and comment on the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify amendment or supplement thereto prior to filing the other Party same with the SEC.
(d) The Company acknowledges that a substantial portion of the receipt of any oral or written comments from Proxy Statement will include disclosure regarding the staff of the SEC on the F-4 Registration Statement or any Other FilingCompany, its officers, directors and stockholders, and its business, management, operations and financial condition. The Purchaser and Accordingly, the Company shall also use provide Parent with such information concerning the Company, the Subsidiaries and their commercially reasonable efforts stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto or any other statement, filing, notice or application required to satisfy prior be made by or on behalf of Parent to the effective date of the F-4 Registration Statement all applicable Securities Laws SEC or “blue sky” notice requirements Nasdaq in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(be) The Purchaser covenants Each of Parent and agrees that the F-4 Registration Statement Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Proxy Statement, the Parent Special Meeting, the Redemption and the Company Special Meeting, to have the Proxy Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Proxy Statement effective as long as is necessary to consummate the transactions contemplated hereby. Each of Parent and the Company shall, and shall cause each Subsidiary to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and Parent in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any pro forma financial statements included therein information provided by it for use in the Proxy Statement (and other related materials) if and to the letter extent that such information is determined to stockholders, notice of meeting and form of proxy included therewith), will not, at have become false or misleading in any material respect or as otherwise required by applicable Laws. Parent shall amend or supplement the time that the F-4 Registration Proxy Statement and cause the Proxy Statement Statement, as so amended or any amendment or supplement thereto is supplemented, to be filed with the SEC or and to be disseminated to Parent stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(f) If applicable, the Parent and the Company, with the assistance of the other parties, shall promptly respond to any SEC comments on the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall otherwise use its commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply as to form and substance with applicable requirements of the applicable Exchange Act and the rules and regulations promulgated by thereunder. Each party shall provide the other party with copies of any written comments, and shall inform the other party of any material oral comments, that such party or its Representatives receive from the SEC or its staff with respect to the Proxy Statement, the Parent Special Meeting, the Redemption and the Company Special Meeting promptly after the receipt of such comments and shall give the other party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(g) Parent will cause the definitive Proxy Statement to be filed with the SEC and to respond promptly be distributed to any comments of Parent’s stockholders and, pursuant thereto, Parent shall call the SEC or its staff. Each of Parent Special Meeting in accordance with the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders DGCL for a date as promptly as practicable after practicable, but in no event later than 45 days of (i) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (ii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of review by the SEC declares (the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or “Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser ShareholdersEffectiveness”).
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Merger Agreement (ChaSerg Technology Acquisition Corp)
Proxy Statement. (a) As promptly as reasonably practicable following after the date receipt by Barington of this Agreementthe Audited Financial Statements pursuant to Section 6.15(a), the Purchaser Barington shall prepare and file with the SEC a the proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of the Purchaser Barington relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby Barington’s stockholders (the “Other FilingsBarington Stockholders’ Meeting”) as required to be held to consider approval and adoption of (1) this Agreement and the Merger, (2) the amendments to the Barington Certificate of Incorporation contemplated by this Agreement, (3) the 1933 Act or 2017 Equity Incentive Plan, (4) an adjournment proposal, if necessary, to adjourn the U.S. Exchange ActBarington Stockholders Meeting if, based on the tabulated vote count, Barington is not authorized to proceed with the Merger, and (5) any other proposals the parties deem necessary to effectuate the Merger. The Purchaser Barington and the Company shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto. The Company shall promptly furnish all information concerning the Company as Barington may reasonably request in connection with such actions and the preparation of the Proxy Statement. As soon as reasonably practicable after approval thereof by the SEC, Barington shall mail the Proxy Statement to its stockholders.
(b) Each of the Company and Barington shall furnish to the other all information concerning its respective company and business as may reasonably be requested in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including providing the Company with (i) updates with respect to the tabulated vote counts received by Barington, (ii) the right to demand postponement or adjournment of the Barington Stockholders Meeting if, based on the tabulated vote count, Barington will not receive the required approval of the Barington stockholders authorized necessary to proceed with the Merger, and (iii) the right to review and comment on all communications sent to or received from Barington stockholders and/or proxy solicitation firms.
(c) No amendment or supplement to the Proxy Statement will be made by Barington without the approval of the Company (such approval not to be unreasonably withheld, delayed or conditioned). Barington will advise the Company promptly after it receives notice thereof, of the time when any pro forma financial statements included therein (supplement or amendment has been filed, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the letter to stockholders, notice of meeting and form of proxy included therewith), will notSEC for additional information. If, at any time prior to the Effective Time, any information relating to the Company or Barington, or any of their respective affiliates, officers or directors should be discovered by the Company or Barington that should be set forth in an amendment or supplement to the Proxy Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company and Barington. Barington shall promptly provide to the Company copies of all correspondence between the SEC and Barington or any of its Representatives with respect to the Proxy Statement. At a reasonable time that prior to the F-4 Registration Statement and filing, issuance or other submission or public disclosure of the Proxy Statement or any amendment thereto, the Company shall be given an opportunity to review and comment upon such filing, issuance or supplement thereto is filed with submission and give its consent to the SEC form thereof, such consent not to be unreasonably withheld, conditioned or delayed.
(d) Barington represents that the information supplied by Barington for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Purchaser Shareholdersstockholders of Barington, at (ii) the time of the Purchaser Meeting Barington Stockholders’ Meeting, and at (iii) the Closing Effective Time, contain any untrue statement of a material fact or omit fail to state 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. All documents that Barington is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(e) The Company covenants and agrees represents that the information provided supplied by the Company to the Purchaser for inclusion in the F-4 Registration Proxy Statement and shall not, at (i) the time the Proxy Statement (including or any amendment thereof or supplement thereto) is first mailed to the Company Financial Statementsstockholders of Barington, (ii) will not the time of the Barington Stockholders’ Meeting, and (iii) the Effective Time, 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement shall not contain any untrue statement of a material fact or omit fail to state 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.
Appears in 1 contract
Sources: Merger Agreement (Barington/Hilco Acquisition Corp.)
Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, the Purchaser Parent shall prepare and file with the SEC a proxy statement (as amended or supplemented from time to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereoftime, the “Proxy Statement”), ) for the purpose of soliciting proxies from Parent’s stockholders to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting and providing holders of Parent Common Stock the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents opportunity to be filed by the Purchaser with the SEC have their shares of Parent Common Stock redeemed in connection with the Acquisitionstockholder vote on the Required Approval Matters in accordance with Parent’s Charter Documents, applicable Law, and any applicable rules and regulations of the Stock Consolidation SEC and Nasdaq. In the other transactions contemplated hereby Proxy Statement, Parent shall seek approval of the following matters (the “Other FilingsRequired Approval Matters”): (i) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser approval of this Agreement and the Transactions and the transactions contemplated thereby, (ii) approval of the issuance of shares of Parent Common Stock to be issuable (A) upon the exercise of warrants issued to Company shall cooperate with each other equityholders, (B) upon the exchange of Survivor Class B Units pursuant to the Exchange Agreement, (C) in connection with the preparation Sequel Youth and Family Services Stock Incentive Plan, substantially in the form attached hereto as Exhibit O, or (D) in connection with the conversion of preferred stock of Parent into Parent Common Stock consistent with the Preferred Stock Term Sheet, (iii) approval of the F-4 Registration StatementAmended and Restated Certificate of Incorporation of Parent in the form attached hereto as Exhibit P with respect to increasing the authorized common stock and preferred stock of Parent, changing the classification of Parent’s Board of Directors from two to three classes with staggered three year terms of office, changing Parent’s name to “Sequel Youth and Family Services, Inc.”, and removing and changing certain provisions related to Parent’s status as a blank check company, (iv) a proposal to elect nine (9) directors to the Board of Directors of Parent, (v) a proposal to approve and adopt the Sequel Youth and Family Services Stock Incentive Plan, substantially in the form attached hereto as Exhibit O and (vi) the adjournment of the meeting (the “Parent Stockholder Meeting”), if necessary, to permit further solicitation and vote of proxies. As promptly as practicable after approval of the Proxy Statement and by the SEC (but in any Other Filings. Each Party event, within seven (7) Business Days), Parent shall commence mailing the Proxy Statement to its stockholders and, as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company thereafter, Parent shall also use their commercially reasonable efforts to satisfy prior to hold the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition Parent Stockholder Meeting and to consummate solicit from each of Parent’s stockholders a proxy or vote in favor of proposals to approve the other transactions contemplated herebyRequired Approval Matters.
(b) The Purchaser covenants Company shall promptly provide, and agrees that The ▇▇▇▇▇▇ Revocable Trust shall cause ▇▇▇▇ ▇. ▇▇▇▇▇▇ to provide, to Parent all information concerning the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (Company and the letter Company Subsidiaries that may be required by applicable Law or Nasdaq or reasonably requested by Parent for inclusion in the Proxy Statement or in response to stockholders, notice any comments of meeting and form of proxy included therewith), will not, at the time that SEC or its staff with respect to the F-4 Registration Statement and Proxy Statement or any amendment other supplements, amendments or supplement thereto is proxy soliciting materials (collectively, the “Proxy Documents”). Parent shall provide drafts of the Proxy Statement to the Company within a reasonable time prior to filing for review and comment by the Company (including the final draft to be filed with the SEC SEC), and Parent shall consider in good faith any comments of the Company. All information provided by the Company, ▇▇▇▇ ▇. ▇▇▇▇▇▇ or Parent for inclusion in the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, contain or Proxy Documents shall not include any untrue statement misstatement of a material fact or omit to state 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. The Company covenants and agrees that the information provided by the Company If, at any time prior to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will not contain Closing, a party hereto discovers that any untrue statement such information contains a misstatement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading, such party shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC by Parent and disseminated to the stockholders of Parent; provided, however, that no information received by any party hereto pursuant to this Section 5.1(b) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Disclosure Schedule or Parent Disclosure Schedule.
(c) No amendment or supplement to the Proxy Statement will be made by Parent without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (provided that such approval shall not be required for any amendment or supplement that is required by the SEC or applicable Law), and Parent shall promptly transmit any such amendment or supplement to its stockholders, if at any time prior to the Parent Stockholder Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement. Parent will advise the Company promptly after the Proxy Statement has been approved by the SEC or any supplement or amendment has been filed, or the issuance of any stop order, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.
(d) When filed, the Proxy Statement and Proxy Documents shall comply in all material respects with the requirements of the Exchange Act and Nasdaq.
Appears in 1 contract
Sources: Merger Agreement (Global Partner Acquisition Corp.)
Proxy Statement. (a) As promptly as reasonably practicable following the date execution and delivery of this Agreement, the Purchaser Predecessor shall prepare prepare, with the assistance of the Company, and file cause to be filed with the SEC a proxy statement to be sent to the stockholders Proxy Statement of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 Predecessor (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”). The Proxy Statement shall be used for the purpose of soliciting proxies from Predecessor’s shareholders for the matters to be acted upon at the Predecessor Special Meeting and providing the public shareholders of Predecessor an opportunity in accordance with Predecessor’s organizational documents and the IPO Prospectus to have their Predecessor Shares redeemed in conjunction with the shareholder vote on the Purchaser Parties Shareholder Approval Matters as defined below. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Predecessor shareholders to vote, at a special meeting of Predecessor’s shareholders to be called and held for such purpose (the “Predecessor Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Additional Agreements and the Transactions contemplated hereby and thereby, including the Transfer and Exchange, by the holders of Predecessor Shares in accordance with Predecessor’s Organizational Documents, the Merger Sub’s Organizational Documents, BVI Law, the Australian Companies Act and the rules and regulations of the SEC and Nasdaq, (ii) the Liquidation, (iii) adoption of the Organizational Documents of the Purchaser, in form and substance reasonably acceptable to the Purchaser Parties, the Company and the Shareholder, by an amendment following the Signing Date, (iv) election of the directors of Purchaser as set forth in Section 3.3 of this Agreement, (v) adoption of the Equity Incentive Plan; and (vi) such other matters as the Company and the Purchaser Parties shall hereafter mutually determine to be necessary or appropriate in order to effect the Transfer and Exchange and the other Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Parties Shareholder Approval Matters”), In connection with the Proxy Statement, Purchaser Parties and the Company shall, or shall cause its Affiliates to, prepare and will file with the SEC all financial and other documents to be filed by information about the Purchaser Transactions in accordance with applicable Law and applicable proxy solicitation requirements set forth in Predecessor’s organizational documents, BVI Law, the Australian Companies Act and the rules and regulations of the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange ActNasdaq. The Purchaser and Parties shall provide the Company shall cooperate (and its counsel) with each other in connection with the preparation of the F-4 Registration Statement, a reasonable opportunity to review and comment on the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed prior to filing the same with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleadingSEC. The Company covenants shall provide the Purchaser Parties with such information concerning the Company and agrees its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement shall be true and Proxy Statement (including the Company Financial Statements) will correct and not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made not materially misleading (subject to the qualifications and limitations set forth in the F-4 Registration Statement materials provided by the Company). If required by applicable SEC rules or Proxy Statement (and the letter to stockholdersregulations, notice of meeting and form of proxy included therewith), if any, based on such financial information furnished in writing provided by the Company specifically for inclusion thereinmust be reviewed or audited by the Company’s auditors. Each of the The Purchaser Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all provide such information concerning such Partythe Purchaser Parties and their respective equity holders, such Party’s Subsidiaries officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and such Party’s stockholders operations that may be required or reasonably requested appropriate for inclusion in connection with any action contemplated by this Section 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Companyin any amendments or supplements thereto, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The which information provided by the Company to Purchaser Parties shall be included in the F-4 Registration Statement and/or the Proxy Statement shall true and correct and not contain any untrue statement of a material fact or omit to state any a 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 materially misleading.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following (and in any event within 15 Business Days) after the date of this Agreement, the Purchaser Seller shall prepare and file with the SEC a proxy statement cause to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed relating to the Purchaser Shareholders, at the time of the Purchaser Seller Stockholders' Meeting and at the Closing Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order held to make consider the statements made therein, in light adoption and approval of the circumstances under which they were made, not misleadingthis Agreement. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties Seller shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply in all material respects in form and substance with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staffstaff with respect to the Proxy Statement. Each Buyer and Merger Sub shall furnish to Seller all information concerning themselves as Seller may reasonably request in connection with the preparation of the Parties Proxy Statement or which may be required under applicable Law. Seller shall promptly notify Buyer and Merger Sub upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, shall consult with Buyer and Merger Sub prior to responding to any such comments or requests or filing any amendment or supplement to the Proxy Statement, and shall provide Buyer and Merger Sub with copies of all correspondence between Seller and its Representatives on the one hand and the SEC and its staff on the other hand. Seller will use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders the Seller Stockholders as promptly as practicable after following the clearance of the Proxy Statement by the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10expiration of applicable period for comments). If any event relating to the Purchaser Seller, Buyer or the Company occurs, or if the Purchaser or the Company becomes Merger Sub become aware of any informationinformation relating to Seller, that Buyer, Merger Sub or any of their respective Affiliates, directors or officers that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, party that discovers such information shall promptly inform notify the other Party party thereof and shall cooperate with one another Seller in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser ShareholdersSeller Stockholders.
(cb) The Company shall use its commercially reasonable efforts Notwithstanding anything to cooperate with the Purchaser contrary stated above, prior to filing and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Seller shall provide Buyer a reasonable opportunity to review and comment on such document or response and shall discuss with the other party and include in such document or response, comments reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided and promptly proposed by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingother party.
Appears in 1 contract
Proxy Statement. (a) As promptly soon as reasonably practicable following (but no later than three (3) Business Days) after the date of this Agreementhereof, the Purchaser and the Company shall prepare and the Purchaser shall file with the SEC a preliminary proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereofas amended, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file ) with the SEC all other documents to be filed by for purposes of (a) approval of the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation Business Combination and the other transactions contemplated hereby hereby, (b) approval of the amendment of the Amended and Restated Certificate of Incorporation of the Purchaser in the form set forth in Exhibit D attached hereto (the “Other FilingsPurchaser Charter Amendment”), (c) as required approval of the issuance of more than 20% of the issued and outstanding shares of Purchaser Common Stock pursuant to this Agreement, pursuant to Nasdaq requirements, (d) approval of the 2019 HSAC Equity Incentive Plan and (e) approval of any adjournment of the Purchaser Stockholder Meeting in the event the Purchaser does not receive the requisite vote to approve the matter set forth in clause (a) above (the approvals described in foregoing clauses (a) through (e), collectively, the “Purchaser Stockholder Matters”). The Proxy Statement and any other SEC filings shall be in a form mutually agreed by the 1933 Act or Purchaser, the U.S. Company and the Stockholders’ Representative. As promptly as reasonably practicable (but in any event within five (5) Business Days) following the later of (i) receipt and resolution of SEC comments with respect to the Proxy Statement and (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act. The , the Purchaser and the Company shall cooperate to file the definitive Proxy Statement and cause the definitive Proxy Statement to be mailed to the Purchaser’s stockholders. The Purchaser will cause all documents that it is responsible for filing with each the SEC or other regulatory authorities in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall Share Exchange to (A) comply as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement form with all applicable Securities Laws or “blue sky” notice SEC requirements and (B) otherwise comply in connection all material respects with the Acquisition and to consummate the other transactions contemplated herebyall applicable Law.
(b) The Purchaser covenants and agrees that will notify the F-4 Registration Statement and Company promptly of the receipt of any comments (written or oral) from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement, including ) and of any pro forma financial statements included therein (and request by the letter SEC or its staff or any other official of any Authority for amendments or supplements to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the F-4 Registration Statement and Proxy Statement or any other filing or for additional/supplemental information, and will supply the Company with copies of all correspondence between the Purchaser or any of its Representatives, on the one hand, and the SEC, or its staff or any other official of any Authority, on the other hand, with respect to the Proxy Statement or such other filing. The Purchaser shall permit the Company and its outside counsel to participate in all material discussions and meetings with the SEC and its staff relating to the Proxy Statement, this Agreement or the transactions contemplated thereby. The Purchaser shall (i) consult with the Company prior to responding to any comments or inquiries by the SEC or any other Authority with respect to any filings related to the Share Exchange, (ii) provide the Company and its Representatives with reasonable opportunity to review and comment on any such written response in advance and consider in good faith the incorporation of any changes reasonably proposed by the Company and (iii) promptly inform the Company whenever any event occurs that requires the filing of an amendment or supplement thereto is filed to the Proxy Statement or any other filing, and the Purchaser shall provide the Company and its Representatives with a reasonable opportunity to review and comment on any such amendment or supplement in advance and consider in good faith the incorporation of any changes reasonably proposed by the Company and its Representatives, and shall cooperate in filing with the SEC or the Proxy Statement is first mailed its staff or any other official of any Authority, and/or mailing to the Purchaser ShareholdersPurchaser’s stockholders, at the time of the Purchaser Meeting and at the Closing Time, contain any untrue statement of a material fact such amendment or omit to state 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 misleadingsupplement. The Company covenants and agrees that shall promptly inform the information provided by Purchaser whenever the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If discovers any event relating to the Purchaser or the Company occursany of its Affiliates, officers or if the Purchaser or the Company becomes aware of any information, directors that should is required to be disclosed set forth in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The In connection with any filing the Purchaser makes with the SEC that requires information about the transactions contemplated by this Agreement to be included, the Company shall will, and will use its commercially reasonable best efforts to cause its Representatives, in connection with the disclosure included in any such filing or the responses provided to the SEC in connection with the SEC’s comments to a filing, to use reasonable best efforts to (i) cooperate with the Purchaser and providePurchaser, (ii) respond to questions about the Company required in any filing or requested by the SEC in a timely fashion, and require its Representatives, advisors, accountants and attorneys to provide, (iii) promptly provide any information requested by the Purchaser and its Representatives, advisors, accountants and attorneys, or the Purchaser’s Representatives in connection with all true, correct and complete information regarding any filing with the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingSEC.
Appears in 1 contract
Sources: Share Exchange Agreement (Health Sciences Acquisitions Corp)
Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, the Purchaser Buyer shall prepare and file with the SEC the Proxy Statement in accordance with the Securities Act and the Exchange Act and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC; provided, however, that prior to filing, Buyer shall deliver a proxy statement copy of the proposed filing to Seller and provide Seller with a reasonable time period in which to review and comment upon such filing, it being agreed that Buyer will not make any such filing without the prior consent of Seller, such consent not to be sent unreasonably withheld. Buyer shall promptly provide to Seller copies of any written comments received from the SEC and shall promptly advise Seller of any oral comments received from the SEC. Seller shall be entitled to review and comment on any proposed amendments to the stockholders Proxy Statement. As promptly as practicable after the Proxy Statement has been cleared by the SEC, Buyer shall mail the Proxy Statement to its shareholders as of the Purchaser relating record date for the Meeting. Buyer shall take such action as may be required to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) be taken under applicable state securities or "blue sky" laws in connection with the issuance of Purchaser Shares the Shares. The Proxy Statement shall include the recommendation of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, Buyer's Board of Directors that shareholders of the “Proxy Statement”), and Buyer vote in favor of the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation Charter Amendment and the other transactions contemplated hereby (the “Other Filings”by this Agreement."
7. Section 6.1(b) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other FilingsShare Purchase Agreement. Each Party shall as promptly as reasonably practicable notify the other Party Section 6.1(b) of the receipt of any oral or written comments from Share Purchase Agreement is amended and restated in its entirety by deleting the staff heading and all of the SEC on text therein and inserting the F-4 Registration Statement or any Other Filingphrase "Intentionally left blank" in its place.
8. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date Exhibit F of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time Share Purchase Agreement. Exhibit F of the Purchaser Meeting and at the Closing Time, contain any untrue statement of a material fact or omit Share Purchase Agreement is amended to state any material fact required to be stated therein or necessary read in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion full as set forth in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will not contain any untrue statement of a material fact or omit attached Exhibit A to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser ShareholdersAmendment.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Share Purchase Agreement (Scottish Annuity & Life Holdings LTD)
Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, and in any event not later than 45 days from the Purchaser date of this Agreement, Seller shall prepare and file with the SEC (i) a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all any necessary amendments thereto, “F-4 Registration Statement”) and supplements thereto in connection with Seller Stockholder Approval and (ii) a consent solicitation statement and any necessary amendments and supplements thereto with respect to the issuance of Purchaser Shares of which such proxy statement may form a part Trust Preferred Securities Consent Solicitation (such proxy statement, whether or not constituting a part thereofcollectively, the “Proxy StatementStatements”), ) in accordance with the Securities Act and the Company shallExchange Act and shall use all reasonable efforts to have the Proxy Statements cleared by the SEC; provided, or however, that prior to filing, Seller shall cause its Affiliates todeliver a copy of the proposed Proxy Statements to Buyer and provide Buyer with a reasonable time period in which to review and comment upon such filings, prepare and file with it being agreed that Seller will not make any such filings without the prior consent of Buyer, such consent not to be unreasonably withheld. Seller shall promptly provide to Buyer copies of any written comments received from the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt advise Buyer of any oral or written comments received from the staff of the SEC SEC. Buyer shall be entitled to review and comment on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior proposed amendments to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleadingStatements. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as As promptly as practicable after the SEC declares Proxy Statements have been cleared by the F-4 Registration Statement SEC, Seller shall mail the Proxy Statements to be effective. Each Party shall promptly furnish to its stockholders and the other Party all information concerning such Party, 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 8.10. If any event relating to holders of the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the CompanyTrust Preferred Securities, as applicable, shall promptly inform as of the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement record date for Seller’s Stockholder Meeting. Subject to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts ability of the Board of Directors of Seller to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys effect a Change in Board Recommendation pursuant to provideSection 5.10(d), the Purchaser and its Representatives, advisors, accountants and attorneys, proxy statement with all true, correct and complete information regarding respect to the Company Seller’s Stockholders Meeting shall include the recommendation of Seller’s Board of Directors that is required by Applicable Law to be included the stockholders of Seller vote in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light favor of the circumstances under which they were made, not misleadingtransactions contemplated by this Agreement.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Standard Management Corp)
Proxy Statement. (ai) As promptly as reasonably practicable following after the date execution of this Agreement, (x) Acquiror and the Purchaser Company shall prepare prepare, and Acquiror shall file with the SEC SEC, a proxy statement on Schedule 14A (as amended or supplemented from time to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereoftime, the “Proxy Statement”), to be sent to the Acquiror Stockholders for the meeting of the stockholders of Acquiror (including any adjournment or postponement thereof, the “Acquiror Stockholder Meeting”) to (y) provide the Public Stockholders (as defined below) the opportunity to have their Acquiror Class A Common Stock shares redeemed in the Acquiror Share Redemption and (z) approve and adopt: (1) this Agreement, the Merger and the Company shallother Transactions, or shall cause its Affiliates to, prepare (2) the issuance of Acquiror Class A Common Stock (A) in the Merger as contemplated by this Agreement and file (B) in accordance with the SEC all other documents to be filed Forward Purchase Contract, (3) the New Acquiror Charter, (4) the directors of Acquiror as determined by the Purchaser with Company pursuant to Section 2.2(a), (5) any other proposals that Acquiror deems necessary to effectuate the SEC Merger or any of the other Transactions (collectively, the “Transaction Proposals”), and (6) any adjournment of the Acquiror Stockholder Meeting, if necessary or desirable in the reasonable discretion of Acquiror, including in the event Acquiror does not receive the requisite vote to approve the matters set forth in (1)-(5) above. The Company shall furnish all information concerning the Company as Acquiror may reasonably request in connection with the Acquisition, the Stock Consolidation such actions and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Proxy Statement, . Acquiror and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement when filed with the SEC, to comply in all material respects with all Laws applicable thereto including all rules and any Other Filings. Each Party shall regulations promulgated by the SEC, and (ii) respond as promptly as reasonably practicable notify to and resolve all comments received from the other Party SEC concerning the Proxy Statement. Prior to the filing date of the receipt definitive Proxy Statement, Acquiror shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of any oral shares of Acquiror Class A Common Stock, in each case to be issued or written comments from the staff issuable to Parent pursuant to this Agreement. As promptly as practicable after finalization of the SEC on definitive Proxy Statement, Acquiror shall mail (or cause to be mailed) the F-4 Registration Proxy Statement or any Other Filingto the Acquiror Stockholders. The Purchaser Each of Acquiror and the Company shall also use their commercially reasonable efforts to satisfy prior furnish to the effective date of the F-4 Registration Statement other party all applicable Securities Laws information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equity holders and information regarding such other matters as may be reasonably necessary or “blue sky” notice requirements advisable or as may be reasonably requested in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and current report on Form 8-K pursuant to the letter to stockholdersExchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of meeting and form of proxy included therewith)Acquiror, will notthe Company or their respective Affiliates to any regulatory authority (including Nasdaq or NYSE, at the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed as applicable) in connection with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, contain any untrue statement of a Transactions. Acquiror shall comply in all material fact or omit to state 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. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty respects with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the all applicable rules and regulations promulgated by the SEC SEC, any applicable rules and regulations of Nasdaq, the Acquiror Governing Documents, and this Agreement in the distribution of the Proxy Statement, any solicitation of proxies thereunder, the calling and holding of the Acquiror Stockholder Meeting and the Acquiror Share Redemption. Acquiror shall provide the Company and its legal counsel with a reasonable opportunity to respond promptly review and comment upon drafts of the Proxy Statement, and shall give reasonable consideration to any comments made by the Company and its legal counsel prior to the filing of the Proxy Statement with the SEC. For the avoidance of doubt, the final form and content of the Proxy Statement (including any amendment or supplement thereto) shall be determined by Acquiror, acting reasonably.
(ii) Any filing of, or amendment or supplement to the Proxy Statement or any filing with the SEC by Exela relating to any of the Transactions or referencing Acquiror or Merger Sub or any of their respective Affiliates will be provided by Acquiror or the Company, as the case may be, to the respective other party for review, and each of Acquiror and the Company shall give due consideration to any comments of such other party. Acquiror and the Company each will advise the other, promptly after they receive notice thereof, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Class A Common Stock to be issued or issuable to Parent in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto. Each of Acquiror and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts staff with respect to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to and any amendments filed in response thereto.
(iii) Acquiror and the Company shall each be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party responsible for 50% of all information concerning such Party, such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested filing fees incurred in connection with any action contemplated by this Section 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware filing of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from and receiving stock exchange approval for listing the Purchaser to Acquiror Class A Common Stock shares in connection therewith (but Acquiror shall be included responsible for all other expenses incurred by it in connection with the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingforegoing).
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following the date execution and delivery of this Agreement, the Purchaser Parent shall prepare and file with the SEC a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments theretoSEC, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statementpreliminary form, the Proxy Statement and any Other Filingsprovide therein the holders of Parent Common Stock the opportunity to elect redemption of their Parent Common Stock in connection with the Parent Common Stockholders Meeting, as required by the Organizational Documents of Parent. Each of Parent and the Company shall use its commercially reasonable efforts to: (i) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC; and (ii) promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff.
(b) Parent shall provide the holders of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Special Meeting, as required by Parent’s Organizational Documents (the “Common Stockholder Redemption”).
(c) Without limitation, in the Proxy Statement, Parent shall solicit proxies from holders of Parent Common Stock to vote at the Parent Common Stockholders Meeting in favor of (i) the adoption of this Agreement and the approval of the transactions contemplated hereby pursuant to Section 251 of the DGCL, (ii) approval for purposes of the rules and regulations of NASDAQ or NYSE of the issuance of equity securities as part of the Merger Consideration, including the Holdback Releases, (iii) the approval for purposes of the rules and regulations of NASDAQ of the issuance of equity securities as part of the Supplemental Financings, (iv) the material differences between the constitutional documents of Parent that will be in effect upon the Effective Time and Parent’s current amended and restated certificate of incorporation, (v) an incentive compensation plan for employees of Parent and its Subsidiaries that will be in place at the Closing (the “Parent Incentive Plan”) and (vi) any other proposals the Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”). The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder.
(d) After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by Parent and the Company, Parent shall file the Proxy Statement in definitive form with the SEC in accordance with the rules and regulations under the Exchange Act and mail the Proxy Statement to holders of record of Parent Common Stock, as of the record date to be established by the board of directors of Parent. Each of the Company and Parent shall furnish all information concerning such Party and its Affiliates to the other Party, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide the Company with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Parent (with the Company’s reasonable cooperation) shall use its reasonable best efforts to respond as promptly as reasonably practicable notify to any comments from the other Party SEC with respect to the Proxy Statement.
(e) Prior to filing with the SEC or mailing to Parent’s stockholders, Parent will make available to the Company drafts of the Proxy Statement, both preliminary and final (including any amendments or supplements thereto) and will provide the Company with a reasonable opportunity to comment on such drafts, shall consider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. Parent shall not file any such documents with the SEC (including response to any comments from the SEC with respect thereto) without the prior written consent (e-mail is sufficient) of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Parent will advise the Company promptly after receipt of any notice thereof, of (i) if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (ii) the filing of any supplement or amendment to the Proxy Statement, (iii) any request by the SEC for amendment of the Proxy Statement, (iv) any comments from the staff of SEC relating to the Proxy Statement and responses thereto (whether written or oral), or (viii) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the F-4 Registration Proxy Statement and shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any comments or material requests from the SEC, Parent will make available to the Company drafts of any Other Filing. The Purchaser such response and provide the Company with a reasonable opportunity to comment on such drafts (including the proposed final version of such document or response).
(f) Each of Parent and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date ensure that none of the F-4 Registration Statement all applicable Securities Laws information supplied by or “blue sky” notice requirements on its behalf for inclusion or incorporation by reference in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement will, as of the date the Proxy Statement (or any amendment or supplement thereto is filed with the SEC or the Proxy Statement thereto) is first mailed to the Purchaser ShareholdersParent Stockholders, at the time of the Purchaser Meeting and Parent Common Stockholders Meeting, or at the Closing Effective Time, 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 made therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Parent Common Stockholders Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. The If, at any time prior to the Effective Time, the Company covenants and agrees discovers any information, event or circumstance relating to the Company, its Subsidiaries or any of their respective Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Parent of such information, event or circumstance and shall promptly provide all information required for Parent to transmit to the holders of its capital stock an amendment or supplement to the Proxy Statement containing such information.
(g) Subject to compliance by the Company with its obligations under this Section 6.11 and provision by the Company on a timely basis of such information that may be required in order for Parent to comply with this Section 6.11(g), Parent shall make all necessary filings with respect to the transactions contemplated hereby under the Securities Act, the Exchange Act and applicable “blue sky” Laws and any rules and regulations thereunder.
(h) The Company shall promptly provide Parent with all information (including applicable financial statements prepared in accordance with Regulation S-X of the SEC to the extent required by the applicable forms of the Proxy Statement) concerning the Company and its Subsidiaries reasonably requested by Parent for inclusion in the Proxy Statement and any amendment or supplement to the Proxy Statement (if any). The Company shall cause the officers and employees of the Company and its Subsidiaries to be reasonably available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC.
(i) Parent shall use its reasonable best efforts to (i) cause the shares of Parent Common Stock to be issued to the Pre-Closing Holders to be approved for listing on NASDAQ or NYSE upon issuance, (ii) cause the shares of Parent Common Stock to be issued to the holders of Parent Class B Common Stock to be approved for listing on NASDAQ or NYSE upon issuance, (iii) cause the shares of Parent Common Stock to be issued upon exercise of the Parent Warrants to be approved for listing on NASDAQ or NYSE upon issuance and (iv) make all necessary and appropriate filings with NASDAQ or NYSE and undertake all other steps reasonably required prior to the Closing Date to effect such listings.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, the Purchaser and in consultation with MoviePass, Helios shall prepare and file with the SEC a proxy statement (as amended or supplemented from time to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereoftime, the “Proxy Statement”)) calling a special meeting of Helios’ stockholders (the “Stockholder Meeting”) in accordance with its certificate of incorporation and bylaws seeking the approval of the Helios’ stockholders for the transactions contemplated by this Agreement and the other Transaction Agreement, and MoviePass shall use its commercially reasonable efforts to obtain and furnish to Helios any financial and other information about MoviePass required by the Company shallExchange Act to be included in the Proxy Statement all in accordance with and as required by Helios’ certificate of incorporation and bylaws, or shall cause its Affiliates toapplicable law and any applicable rules and regulations of the SEC and Nasdaq. In connection with the Proxy Statement, prepare and Helios will also file with the SEC all financial and other documents to be filed information about Helios, MoviePass and the transactions contemplated by the Purchaser this Agreement in accordance with applicable proxy solicitation rules set forth in Helios’ certificate of incorporation and bylaws, applicable law and any applicable rules and regulations of the SEC in connection and Nasdaq (such Proxy Statement, together with the Acquisitionany additional soliciting materials, supplements, amendments and/or exhibits thereto, the Stock Consolidation “Proxy Documents”). Except with respect to the financial and other information provided by or on behalf of MoviePass for inclusion in the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company Proxy Documents, Helios shall cooperate with each other in connection with the preparation of the F-4 Registration Statementensure that, when filed, the Proxy Statement and any Other Filingsother Proxy Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Each Party Helios shall cause the Proxy Documents to be disseminated as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments after receiving clearance from the staff SEC to Helios’ equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the SEC on and Nasdaq promulgated thereunder or otherwise (the F-4 Registration Statement “Federal Securities Laws”). Subject to any information provided for inclusion therein by MoviePass, Helios shall cause the Proxy Documents to comply in all material respects with the Federal Securities Laws. Helios shall provide copies of the proposed forms of the Proxy Documents (including, in each case, any amendments or any Other Filing. The Purchaser supplements thereto) to MoviePass such that MoviePass and the Company shall also use their commercially its Representatives are afforded a reasonable efforts to satisfy amount of time prior to the effective date dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, and Helios shall reasonably consider in good faith any comments of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition MoviePass and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleadingits Representatives. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties Helios shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staffstaff with respect to the Proxy Documents and promptly correct any information provided by it for use in the Proxy Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. Each of Helios shall amend or supplement the Parties shall use commercially reasonable efforts to Proxy Documents and cause the F-4 Registration Statement Proxy Documents, as so amended or supplemented, to be declared effective filed with the SEC and to be disseminated to the Helios stockholders, in each case as soon and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and Helios’ certificate of incorporation and bylaws. Helios shall provide MoviePass and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that Helios or any of its Representatives receive from the SEC or its staff with respect to the Proxy Documents promptly after the receipt of such comments and shall give MoviePass a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. As promptly as possible and reasonably practicable after the Proxy Statement has “cleared” comments from the SEC, Helios shall cause the definitive Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement filed with the SEC and, if appropriate, in mailing such amendment or supplement and disseminated to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provideHelios stockholders, and require its Representativesshall duly call, advisorsgive notice of, accountants convene and attorneys to provide, hold the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingStockholder Meeting.
Appears in 1 contract
Sources: Securities Purchase Agreement (Helios & Matheson Analytics Inc.)
Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreement, the Purchaser shall will prepare and file with the SEC a proxy statement to be sent containing the information specified in Schedule 14A of the Exchange Act with respect to the stockholders of the Purchaser relating Transactions and, to the meeting of extent required, the Purchaser Shareholders and a Registration Statement on Form F-4 Designated Directors (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the ) in preliminary form. Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party Company of the receipt of any oral or written comments from the staff SEC relating to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Purchaser shall use reasonable best efforts to cooperate and provide the Shareholders’ Representative with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC on and give due consideration to all comments reasonably proposed by the F-4 Registration Statement Shareholders’ Representative in respect of such documents and responses prior to filing such with or any Other Filing. The Purchaser sending such to the SEC, and the Company Parties will provide each other with copies of all such filings made and correspondence with the SEC. Except in the case of a Change in Recommendation pursuant to Section 6.07(d), the Purchaser Board Recommendation shall also be included in the Proxy Statement. Purchaser will use their commercially its reasonable best efforts to satisfy prior respond promptly to any comments made by the SEC with respect to the effective date of Proxy Statement. Purchaser will cause the F-4 Registration Proxy Statement all applicable Securities Laws or “blue sky” notice requirements in connection with to be transmitted to the Acquisition and to consummate the other transactions contemplated herebyPurchaser Shareholders as promptly as reasonably practicable.
(b) The Company acknowledges that a substantial portion of the Proxy Statement shall include disclosure regarding the Target Companies. Accordingly, the Company will, as promptly as reasonably practicable after the date of this Agreement, use its reasonable best efforts to provide Purchaser covenants with all information concerning the operations and agrees that business of the F-4 Registration Statement Target Companies and their respective management and operations and financial condition, in each case, required or reasonably requested by Purchaser to be included in the Proxy Statement, including any (i) the required financial statements of the Target Companies prepared in accordance with SEC Guidance, including the requirements of Regulation S-X and a related consent from the Company’s independent public accountants, (ii) required selected financial data of the Target Companies required by Item 301 of Regulation S-K, and (iii) required management’s discussion & analysis for the periods required under applicable SEC Guidance. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to cooperate with Purchaser in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements included therein that comply with SEC Guidance, including the requirements of Regulation S-X. The Company shall use reasonable best efforts to make the managers, directors, officers and employees of the Target Companies available to Purchaser and its counsel (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed other Representatives engaged in connection with the SEC or preparation of the Proxy Statement) in connection with the drafting of the Proxy Statement, as reasonably requested by Purchaser, and responding in a timely manner to comments on the Proxy Statement is first mailed and such other filings from the SEC.
(c) Purchaser will take, in accordance with applicable Law, NYSE rules and the Organizational Documents of Purchaser, all action necessary to call, hold and convene an extraordinary general meeting of Purchaser (including any permitted adjournment) (the “Purchaser Special Meeting”) to consider and vote upon the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders Shareholder Proposals as promptly as practicable after the SEC declares filing of the F-4 Registration Proxy Statement in definitive form with the SEC. Once the Purchaser Special Meeting to consider and vote upon the Purchaser Shareholder Proposals has been called and noticed, except as required by Law, Purchaser will not postpone or adjourn the Purchaser Special Meeting without the consent of the Shareholders’ Representative (which consent will not be unreasonably withheld, conditioned or delayed) other than (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Purchaser has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable Law and for such supplemental or amended disclosure to be effective. Each Party shall promptly furnish disseminated to and reviewed by the other Party all information concerning such Party, 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 8.10. If any event relating Purchaser Shareholders prior to the Purchaser or the Company occursSpecial Meeting, or if (iii) an adjournment or postponement to solicit additional proxies from the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement Shareholders to the F-4 Registration Statement and/or Proxy Statement, then extent Purchaser has determined in good faith that such adjournment or postponement is reasonably necessary to obtain the approval of the Purchaser Shareholder Proposals, provided that, in the case of an postponement or adjournment in accordance with clause (i), (ii) or (iii), above, such postponement or adjournment (A) may be no more than the earlier of (i) ten (10) Business Days from the original date of the Purchaser Special Meeting and (ii) four (4) Business Days prior to the Termination Date and (B) for the avoidance of doubt shall not require the consent of the Company. Subject to Section 6.07(d), as applicablefollowing delivery of the Proxy Statement to the Purchaser Shareholders, shall promptly inform Purchaser will use reasonable best efforts to solicit approval of the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Purchaser Shareholders Proposals by the Purchaser Shareholders.
(cd) The Company shall use its commercially reasonable efforts Subject to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to providethis Section 6.07(d), the Purchaser Board will recommend that the Purchaser Shareholders approve the Purchaser Shareholder Proposals (the “Purchaser Board Recommendation”). Notwithstanding the foregoing, at any time prior to obtaining approval of the Purchaser Shareholder Proposals, the Purchaser Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Purchaser Board Recommendation (any such action a “Change in Recommendation”) in response to an Intervening Event if the Purchaser Board shall have concluded in good faith, after consultation with its outside legal advisors and financial advisors, that a failure to make a Change in Recommendation would be a breach of the Purchaser Board’s fiduciary obligations to the Purchaser Shareholders under applicable Law provided, that: (A) the Shareholders’ Representative shall have received written notice from Purchaser of Purchaser’s intention to make a Change in Recommendation at least five (5) Business Days prior to the taking of such action by Purchaser (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail, (B) during such period and prior to making a Change in Recommendation, if requested by the Shareholders’ Representative, Purchaser and its Representativesrepresentatives shall have negotiated in good faith with the Shareholders’ Representative and its Representatives regarding any revisions or adjustments proposed by the Shareholders’ Representative to the terms and conditions of this Agreement as would enable Purchaser to proceed with its Purchaser Board Recommendation and not make such Change in Recommendation and (C) Purchaser may make a Change in Recommendation only if the Board of Directors of Purchaser, advisorsafter considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Shareholders’ Representative shall have, accountants prior to the expiration of the 5-Business Day period, proposed, continues to determine in good faith that failure to make a Change in Recommendation would be a breach of its fiduciary duties to the Purchaser Shareholders under applicable Law. An “Intervening Event” shall mean any fact, circumstance, occurrence, event, development, change or condition or combination thereof that (i) was not known or reasonably foreseeable to Purchaser or its Board of Directors as of the date of this Agreement and attorneys(ii) does not relate to any alternative transaction; provided, with all truehowever, correct and complete information regarding the Company that is required by Applicable Law to be included (1) any change in the F-4 Registration Statement and/or price or trading volume of Purchaser Ordinary Shares shall not be taken into account for purposes of determining whether an Intervening Event has occurred (provided that the underlying factors may be taken into account); (2) in no event shall any fact, circumstance, occurrence, event, development, change or condition or combination thereof that has had or would reasonably be expected to have an adverse effect on the business or financial condition of the Target Companies constitute an Intervening Event unless such event, fact, circumstance or development constitutes a Company Material Adverse Effect; and (3) the Target Companies meeting, failing to meet or exceeding projections shall not be taken into account for purposes of determining whether an Intervening Event has occurred (provided that the underlying factors may be taken into account). Purchaser agrees that, unless the Agreement is terminated in accordance with its terms, its obligation to establish a record date for, duly call, give notice of, convene and hold the Purchaser Special Meeting for the purpose of voting on the Purchaser Shareholder Proposals in accordance with the terms of this Agreement shall not be affected by any Change in Recommendation, and Purchaser agrees to establish a record date for, duly call, give notice of, convene and hold the Purchaser Special Meeting and submit for the approval of the Purchaser Shareholders the matters contemplated by the Proxy Statement in accordance with the terms of this Agreement, regardless of whether or reasonably requested from the Purchaser to not there shall be included any Change in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingRecommendation.
Appears in 1 contract
Sources: Business Combination Agreement (Magnum Opus Acquisition LTD)
Proxy Statement. (a) As MetroPCS and DT shall cooperate to, and MetroPCS shall, as promptly as reasonably practicable following the date of this Agreementhereof, and in no event later than 45 calendar days following the Purchaser shall prepare date hereof (unless DT fails to furnish information relating to TMUS that is required by the Exchange Act and file with the SEC a proxy statement rules and regulations promulgated thereunder to be sent included in the Proxy Statement, or delays furnishing such information to a time when it is no longer practicable for MetroPCS to meet such deadline, in which case such deadline shall be extended to the stockholders first practicable date following the furnishing of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”information), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC the Proxy Statement. DT shall, and shall cause its Subsidiaries to, promptly furnish to MetroPCS all other documents the information relating to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as them required by the 1933 Exchange Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other rules and regulations promulgated thereunder to be included in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filingsother information reasonably requested by MetroPCS. Each Party MetroPCS shall use its reasonable best efforts, and DT shall cooperate with MetroPCS, to resolve all SEC comments with respect to the Proxy Statement as promptly as reasonably practicable notify after receipt thereof. MetroPCS shall use its reasonable best efforts to cause the other Party Proxy Statement in definitive form to be mailed to the MetroPCS Stockholders as promptly as practicable following the clearance of the receipt of any oral or written comments from Proxy Statement by the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated herebySEC.
(b) The Purchaser DT hereby covenants and agrees with MetroPCS that the F-4 Registration Proxy Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement it is first mailed to the Purchaser Shareholders, MetroPCS Stockholders and at the time of the Purchaser Meeting and at the Closing Time, contain MetroPCS Stockholders Meeting) will not include any untrue statement misstatement of a material fact or omit to state 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. The Company ; provided, however, that this Section 4.3(b) shall apply only to information contained in the Proxy Statement that was supplied by DT or any of its Subsidiaries expressly for inclusion therein.
(c) MetroPCS hereby covenants and agrees with DT that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including at the Company Financial Statementstime it is first mailed to the MetroPCS Stockholders and at the time of the MetroPCS Stockholders Meeting) will not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading; provided, however, that this Section 4.3(c) shall not apply to information contained in the Proxy Statement that was supplied by DT or any of its Subsidiaries expressly for inclusion therein.
(d) If at any time prior to obtaining the MetroPCS Stockholder Approval, any information relating to a party hereto, or any of its respective Affiliates, officers or directors, should be discovered by such party that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such party shall promptly notify the other parties hereto in writing thereof and MetroPCS will use its reasonable best efforts to file an appropriate amendment or supplement describing such information with the SEC and, to the extent required under applicable Law, disseminate such amendment or supplement to the MetroPCS Stockholders prior to the MetroPCS Stockholders Meeting; provided that the delivery of such notice and the filing or dissemination of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any party hereunder or otherwise affect the remedies available hereunder to any party.
Appears in 1 contract
Sources: Business Combination Agreement (Metropcs Communications Inc)
Proxy Statement. (a) As promptly as reasonably practicable following after the date of this AgreementEffective Date, the Purchaser Company shall prepare with the assistance, cooperation and commercially reasonable efforts of SAI and the Sellers, and file with the SEC a proxy statement to be sent of the Company on Schedule 14A pursuant to the stockholders of Exchange Act or other applicable form as determined by the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 Company (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”) for the purpose of soliciting proxies from the Company shareholders for the matters to be acted upon at the Company Annual Meeting (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Company shareholders to vote, at the annual general meeting of Company shareholders to be called and held in 2024 (the “Company Annual Meeting”), in favor of resolutions approving (i) the adoption and approval of the issuance of the Payment Shares, the Note and the shares of Company Common Stock to be issued in the Offering, and the approval and adoption of this Agreement and Transaction Documents and the Transactions Overall, by the holders of Company shallCommon Stock in accordance with the Company Organizational Documents, the DGCL, and the rules and regulations of the SEC and Nasdaq, and (ii) such other matters as the Company shall hereafter determine to be necessary or shall cause its Affiliates toappropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) and (ii), prepare collectively, the “Company Shareholder Approval Matters”), (iii) such other matters as determined by the Company to be submitted to the Company shareholders at the Company Annual Meeting; and (iv) the adjournment of the Company Annual Meeting, if necessary or desirable in the reasonable determination of the Company. If on the date for which the Company Annual Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Required Company Shareholder Approval (as defined below), whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Annual Meeting. In connection with the Proxy Statement, the Company and SAI will file with the SEC all financial and other documents to be filed by information in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser with the SEC in connection with the AcquisitionCompany Organizational Documents, the Stock Consolidation DGCL and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser rules and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff regulations of the SEC on the F-4 Registration Statement or any Other Filingand Nasdaq. The Purchaser SAI and the Sellers shall provide the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (such information concerning SAI and the letter to stockholdersSellers and SAI’s officers, notice of meeting and form of proxy included therewithdirectors, employees, assets, Liabilities, condition (financial or otherwise), will not, at the time business and operations that the F-4 Registration Statement and Proxy Statement may be required or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser appropriate for inclusion in the F-4 Registration Statement Proxy Statement, or in any amendments or supplements thereto, which information provided by SAI or the Sellers shall be true and Proxy Statement (including the Company Financial Statements) will correct and 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made thereinnot materially misleading (subject to the qualifications and limitations set forth in the materials provided by SAI or the Sellers). If required by applicable SEC rules or regulations, such financial information provided by SAI or the Sellers must be reviewed or audited by the Company’s auditors. The Company will use all commercially reasonable efforts to cause the Proxy Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Proxy Statement effective as long as is necessary to consummate the Transactions.
(b) Each Party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company, SAI and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Company shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and the Company shall cause the Proxy Statement to be disseminated to the Company’s shareholders, in light each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Company Organizational Documents.
(c) As soon as practicable following the circumstances under which they were madeProxy Statement “clearing” comments from the SEC and being declared effective by the SEC, not misleadingthe Company shall distribute the Proxy Statement to the Company’s shareholders, and, pursuant thereto, shall call the Company Annual Meeting in accordance with the DGCL and the Company Organizational Documents.
Appears in 1 contract
Sources: Stock Exchange Agreement (Reliance Global Group, Inc.)
Proxy Statement. (a) As Liberty Parent shall as promptly as reasonably practicable following after the date of this Agreement, and in any event the Purchaser shall preliminary version thereof within 20 Business Days from the date of this Agreement, prepare and file with the SEC a proxy statement to be sent SEC, to the stockholders extent such filings are required by Applicable Law in connection with the transactions contemplated hereby, a Proxy Statement of the Purchaser Liberty Parent relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 stockholders of Liberty Parent to be held for the purposes of obtaining the Liberty Parent Stockholder Approval (including all amendments theretoany postponement, adjournment or recess thereof, the “F-4 Registration StatementLiberty Parent Stockholders Meeting”) in connection with therein, and any amendments or supplements thereto necessary to complete the issuance review of Purchaser Shares of which such proxy statement may form a part the Proxy Statement by the SEC (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), . Liberty Parent shall disseminate the Proxy Statement to the stockholders of Liberty Parent following completion of the review of the Proxy Statement by the SEC. The Parties shall cooperate in preparing and the Company shall, or shall cause its Affiliates to, prepare and file filing with the SEC the Proxy Statement (or such other filings as may be necessary under Applicable Law). Schlumberger US and Schlumberger Canada, as applicable, shall furnish all other documents to be filed by the Purchaser with the SEC in connection with the Acquisitioninformation concerning Schlumberger US, Schlumberger Canada, the Stock Consolidation and Schlumberger US Targets, Schlumberger Canada Target or the other transactions contemplated hereby (the “Other Filings”) Business, as may be reasonably requested by Liberty Parent or required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other Applicable Law in connection with the preparation and filing of the F-4 Registration Statement, the Proxy Statement and any Other Filingsnecessary amendments or supplements thereto (or such other filings as may be necessary under Applicable Law). Each Party shall Liberty Parent shall, as promptly as reasonably practicable notify after the receipt thereof, provide the Schlumberger Parties with copies of any written comments and advise the Schlumberger Parties of any oral comments with respect to the Proxy Statement received by Liberty Parent from the SEC, including any request from the SEC for amendments or supplements thereto (or such other filings as may be necessary under Applicable Laws), and shall promptly provide the Schlumberger Parties with copies of all other material or substantive correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Notwithstanding the foregoing, prior to filing the Proxy Statement or responding to any comments of the SEC with respect thereto, Liberty Parent shall promptly provide the Schlumberger Parties and their counsel a reasonable opportunity to review such document or response (including the proposed final version of such document or response) and consider in good faith the comments of Schlumberger US in connection with any such document or response. None of the Schlumberger Parties, Liberty Parent or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Proxy Statement unless it consults with the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior in advance and, to the effective date of extent permitted by the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate SEC, allows the other transactions contemplated herebyParty to participate.
(b) The Purchaser covenants Schlumberger US, Schlumberger Canada and agrees Liberty Parent each agrees, as to itself and its Subsidiaries, that none of the F-4 Registration information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will notwill, at the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement date it is first mailed to the Purchaser Shareholders, stockholders of Liberty Parent and at the time of the Purchaser Meeting and at the Closing TimeLiberty Parent Stockholders Meeting, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants Liberty Parent shall cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Securities Act or the Exchange Act, as applicable, and agrees the rules and regulations thereunder; provided, however, that the no representation is made by Liberty Parent with respect to statements made therein based on information provided supplied by the Company Schlumberger US, Schlumberger Canada or its Subsidiaries specifically for inclusion or incorporation by reference therein.
(c) If, at any time prior to the Purchaser for inclusion Liberty Parent’s Stockholders Meeting, any information relating to Schlumberger US, Schlumberger Canada, the Schlumberger US Targets, Schlumberger Canada Target or Liberty Parent, or any of their respective Affiliates, officers or directors, should be discovered by any of the Schlumberger Parties, on the one hand, or any of the Liberty Parties, on the other hand, that should be set forth in an amendment or supplement to the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will so that such document would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and Liberty Parent shall promptly prepare and file with the SEC an appropriate amendment or supplement describing such information.
Appears in 1 contract
Sources: Master Transaction Agreement (Liberty Oilfield Services Inc.)
Proxy Statement. (a) As promptly as reasonably practicable following after the date of this AgreementClosing, the Purchaser Acquiror shall prepare and file with the SEC a proxy statement to be sent to SEC, the stockholders of the Purchaser Acquiror Proxy Statement relating to the meeting of Acquiror Stockholders Meeting to approve the Purchaser Shareholders Meeting Proposals. The Acquiror shall cause the Acquiror Proxy Statement to comply as to form and a Registration Statement on Form F-4 (including substance in all amendments thereto, “F-4 Registration Statement”) in connection material respects with the issuance requirements of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereofapplicable Laws. Parent shall furnish all information concerning itself, the “Proxy Statement”), Transferring Parties and the Company shall, or shall cause its Affiliates to, prepare and file with Transferred Shares as the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other Acquiror may reasonably request in connection with the preparation of the F-4 Registration Acquiror Proxy Statement; provided, that the Acquiror assumes no responsibility with respect to information supplied by or on behalf of Parent, its controlled Affiliates (other than the Acquiror and its Subsidiaries), the Transferring Parties or their respective Representatives for inclusion or incorporation by reference in the Acquiror Proxy Statement. As promptly as practicable after the SEC confirms orally or in writing that it has no further comments to the Acquiror Proxy Statement or that it does not intend to review the Acquiror Proxy Statement (the “Clearance Date”), the Acquiror shall file a definitive Acquiror Proxy Statement with the SEC and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party mail notice of the receipt of any oral or written comments from Acquiror Stockholders Meeting and the staff Acquiror Proxy Statement (collectively, the “Acquiror Proxy Materials”) to the stockholders of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated herebyAcquiror.
(b) The Purchaser covenants and agrees that Acquiror Proxy Statement shall include the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein Acquiror Board Recommendation (subject to the Acquiror Board’s and the letter Strategic Planning Committee’s fiduciary obligations under applicable Law).
(c) To the fullest extent permitted by applicable Law, no amendment or supplement to stockholdersthe Acquiror Proxy Statement shall be made without the approval of Parent and the Strategic Planning Committee, notice which approval shall not be unreasonably withheld, delayed or conditioned. The Acquiror shall promptly advise Parent upon becoming aware of meeting and form of proxy included therewith)any comments, will responses or requests from the SEC relating to the Acquiror Proxy Materials, this Agreement, or the Transactions.
(d) The information supplied by the Parties for inclusion in the Acquiror Proxy Statement shall not, at (i) the time that the F-4 Registration Statement and Acquiror Proxy Statement Materials (or any amendment of or supplement thereto is filed with to the SEC or the Acquiror Proxy Statement is first Materials) are mailed to the Purchaser Shareholders, at stockholders of the Acquiror and (ii) the time of the Purchaser Meeting and at the Closing TimeAcquiror Stockholders Meeting, contain any untrue statement misstatement of a material fact or omit to state 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 are made, not misleading. The Company covenants and agrees If, at any time prior to the Acquiror Stockholder Meeting, (i) any information relating to the Acquiror or any of its Subsidiaries should be discovered by the Acquiror or any of its Subsidiaries that should be set forth in an amendment or a supplement to the Acquiror Proxy Statement so that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Acquiror Proxy Statement (including the Company Financial Statements) will would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were are made, not misleading, the Acquiror shall promptly inform ▇▇▇▇▇▇ and (ii) any information relating to Parent, the Transferring Parties or the Transferred Shares should be discovered by Parent that should be set forth in an amendment or supplement to the Acquiror Proxy Statement so that the Acquiror Proxy Statement would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, Parent shall promptly inform the Acquiror; provided, that (A) the Acquiror assumes no responsibility with respect to information supplied by or on behalf of Parent, its controlled Affiliates (other than the Acquiror and its Subsidiaries) or their respective Representatives for inclusion or incorporation by reference in the Acquiror Proxy Statement and (B) Parent and the Transferring Parties assume no responsibility with respect to information supplied by or on behalf of the Acquirors, its controlled Affiliates or their respective Representatives for inclusion or incorporation by reference in the Acquiror Proxy Statement. All documents that the Acquiror is responsible for filing with the SEC in connection with the Transactions shall comply as to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act.
Appears in 1 contract
Sources: Transfer and Exchange Agreement (Steel Partners Holdings L.P.)
Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, the Purchaser MICT shall prepare with the reasonable assistance of Intermediate, and file with the SEC a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 MICT (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereofas amended, the “Proxy Statement”) for the purpose of soliciting proxies from MICT stockholders for the matters to be acted upon at a special meeting of MICT stockholders ( the “Special Meeting”) to be called and held for the purpose of soliciting proxies from MICT stockholders to vote, in favor of resolutions approving (i) the issuance of the shares constituting the Shareholder Merger Consideration and the other Transactions requiring approval by the holders of MICT Common Stock in accordance with MICT’s Organizational Documents, the Delaware Act and the rules and regulations of the SEC and Nasdaq, (ii) the issuance of shares of MICT Common Stock (or securities convertible or exercisable for MICT Common Stock) representing greater than twenty percent (20%) of MICT’s Common Stock or voting power, at a price less than the greater of book or market value, as required by Nasdaq’s rules and regulations (the “20% Rule Proposal”), (iii) the amendment of the MICT Charter to (A) increase the authorized shares of MICT in an amount sufficient to provide for the full conversion of the shares underlying the MICT Debentures and (B) if necessary, to effect a reverse stock split of the MICT Common Stock, solely in order to comply with Nasdaq continued listing requirements (the “Amendment Proposal”), (iv) such other matters as Intermediate and MICT shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i)-(iv), collectively, the “MICT Stockholder Approval Matters”), and (v) the Company shalladjournment of the Special Meeting, if necessary or desirable in the reasonable determination of MICT. MICT agrees to use commercially reasonable efforts to include the following items in the Proxy Statement to be filed promptly after the execution of this Agreement: (x) the adoption and approval of a new Equity Incentive Plan for MICT, in the form to be mutually agreed by the Parties (collectively, the “MICT Equity Plan”), including an Israeli sub-plan, which plan will provide that the aggregate awards under such plan shall cause its Affiliates tobe for a number of shares of MICT Common Stock equal to ten percent (10%) of the aggregate number of shares of MICT Common Stock issued and outstanding immediately after the Closing, prepare and (y) the election of the members of the Post-Closing MICT Board. For the avoidance of doubt, the proposals set forth in clauses (i), (ii) and (iii) of the preceding sentence shall not be deemed to be MICT Stockholder Approval Matters and such proposals shall not constitute conditions to the Closing. If as of the close of business on the date for which the Special Meeting is scheduled, MICT has not received proxies representing a sufficient number of shares to obtain the Required Stockholder Approval, whether or not a quorum is present, MICT may make one or more successive postponements or adjournments of the Special Meeting. In connection with the Proxy Statement, MICT will file with the SEC all financial and other documents to be filed information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in MICT’s Organizational Documents, the Purchaser with Delaware Act and the rules and regulations of the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange ActNasdaq. The Purchaser and the Company MICT shall cooperate and provide Intermediate (and its respective counsel) with each other in connection with the preparation of the F-4 Registration Statement, a reasonable opportunity to review and comment on the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed prior to filing the same with the SEC SEC. Intermediate shall provide MICT with such information concerning Intermediate (which information, for the avoidance of doubt, shall include Beijing Brookfield and ParagonEx) and Intermediate’s shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement is first mailed to the Purchaser ShareholdersStatement, at the time of the Purchaser Meeting or in any amendments or supplements thereto, which information provided by Intermediate, as applicable, shall be true and at the Closing Time, correct and not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made thereinmade, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not materially misleading. Notwithstanding the foregoing, the Purchaser MICT makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing provided by the Company specifically Intermediate or any of its Representatives for inclusion therein. Each .
(b) MICT, with the assistance of the Parties Intermediate as described in Section 5.10(a), shall use commercially reasonable efforts to cause satisfy the F-4 Registration requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Proxy Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staffSpecial Meeting. Each of the Parties Intermediate shall use commercially reasonable efforts to cause make its directors, officers and employees, upon reasonable advance notice, available to MICT and its Representatives in connection with the F-4 Registration Statement drafting of the public filings with respect to be declared effective as soon as possible and the transactions contemplated by this Agreement, including the Proxy Statement Statement, and responding in a timely manner to be mailed to Purchaser Shareholders as promptly as practicable after comments from the SEC declares the F-4 Registration Statement to be effectiveSEC. Each Party shall promptly furnish correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the other Party all extent that such information concerning such Party, such Party’s Subsidiaries and such Party’s stockholders that may be is determined to have become false or misleading in any material respect or as otherwise required or reasonably requested in connection with any action contemplated by this Section 8.10applicable Laws. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment MICT shall amend or supplement to the F-4 Registration Proxy Statement and/or and cause the Proxy Statement, then the Purchaser as so amended or the Companysupplemented, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement to be filed with the SEC and, if appropriateand to be disseminated to MICT’s stockholders, in mailing such amendment or supplement each case as and to the Purchaser Shareholdersextent required by applicable Laws and subject to the terms and conditions of this Agreement and MICT’s Organizational Documents.
(c) The Company MICT, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use its their commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or cause the Proxy Statement or reasonably requested to “clear” comments from the Purchaser SEC and thereafter file the definitive Proxy Statement. MICT shall provide Intermediate with copies of any written comments, and shall inform Intermediate of any material oral comments, that MICT, or its respective Representatives receive from the SEC or its staff with respect to be included the Proxy Statement and the Special Meeting promptly after the receipt of such comments and shall give Intermediate a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(d) As soon as practicable following the Proxy Statement “clearing” comments from the SEC, MICT shall distribute the Proxy Statement to MICT’s stockholders and, pursuant thereto, shall call the Special Meeting in accordance with the Delaware Act for a date no later than sixty (60) days following the filing of the definitive Proxy Statement.
(e) MICT shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, MICT’s Organizational Documents and this Agreement in the F-4 Registration Statement and/or preparation, filing and distribution of the Proxy Statement. The information provided by , any solicitation of proxies thereunder and the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light calling and holding of the circumstances under which they were made, not misleadingSpecial Meeting.
Appears in 1 contract
Sources: Merger Agreement (MICT, Inc.)
Proxy Statement. (a) As promptly soon as reasonably practicable following after the date of this AgreementClosing, the Purchaser Intek shall prepare and file with the SEC Securities and Exchange Commission a proxy statement to be sent to the stockholders of the Purchaser and related solicitation materials relating to the a special meeting of the Purchaser Shareholders holders of the Intek's common stock, $.01 par value (the "Intek Stockholders' Meeting") concerning the Securicor Agreement and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part transactions contemplated thereby (such proxy statement, whether as amended or not constituting a part thereofsupplemented from time to time, being herein referred to as the “"Proxy Statement”"), and the Company shall, or shall use its best efforts to cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement to be mailed to its stockholders at such time and any Other Filings. Each Party shall in such manner as permits the Intek Stockholders' Meeting to be held as promptly as practicable. MIC and Simm▇▇▇▇ ▇▇▇ll each use its best efforts to furnish all information as may be reasonably practicable notify requested by Intek and, in any case, as required with respect to Intek by Regulation 14A under the other Party of Exchange Act for inclusion in the receipt of any oral or written comments from Proxy Statement. The information provided by Intek and MIC, respectively, for use in the staff of the SEC Proxy Statement shall, on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or when the Proxy Statement is first mailed to Intek's stockholders, and on the Purchaser Shareholders, at the time date of the Purchaser Meeting Intek Stockholders' Meeting, be true and at the Closing Time, contain any untrue statement of a correct in all material fact or respects and shall not omit to state 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, contained therein not misleading. The Company covenants , and agrees that the Intek, MIC and Simm▇▇▇▇ each agree promptly to correct any information provided by the Company to the Purchaser it for inclusion use in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement which shall have become false or misleading. Intek shall duly call, give notice of, convene and hold the Intek Stockholders' Meeting, for the purpose of approving, among other matters, the transactions contemplated under the Securicor Agreement. Intek, through its Board of Directors, shall recommend to be mailed its stockholders approval of the foregoing. The Proxy Statement will comply as to Purchaser Shareholders as promptly as practicable after form in all material respects with all applicable requirements of the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such PartyExchange Act, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an no amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement shall be made by Intek without the prior written approval of MIC (which approval shall not contain any untrue statement of a material fact or omit to state any material fact be unreasonably withheld), except as otherwise 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 misleadingby applicable laws.
Appears in 1 contract
Sources: Sale of Assets and Trademark Agreement (Simmonds Capital LTD)
Proxy Statement. (a) As promptly as reasonably practicable following the date execution and delivery of this Agreement, the Purchaser Buyer shall prepare and file with the SEC a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of the Purchaser Buyer relating to the meeting Buyer Stockholder Meeting, for the purpose of, among other things, solicitation of proxies from holders of Buyer Common Stock to vote at the Buyer Stockholder Meeting in favor of (A) the adoption of this Agreement and the approval of the Purchaser Shareholders and a Registration Statement on Form F-4 Transactions, (including all amendments thereto, “F-4 Registration Statement”B) in connection with the issuance of Purchaser Shares Buyer Common Stock payable as merger consideration in the Merger, (C) the amendment to Buyer’s certificate of which such proxy statement may incorporation in the form a part of the Amended Buyer Charter and (such proxy statement, whether or not constituting a part thereof, D) any other proposals the “parties hereto deem necessary to effectuate the Transactions. The Proxy Statement”), Statement will comply as to form and substance in all material aspects with the applicable requirements of the Exchange Act and the Company shall, or rules and regulations thereunder. Buyer shall cause its Affiliates to, prepare and file the Proxy Statement with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify following the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated herebyStock Purchase Closing.
(b) The Purchaser covenants Company acknowledges that a substantial portion of the Proxy Statement shall include disclosure regarding the Company and the Company’s management, operations and financial condition. Accordingly, the Company agrees that to as promptly as reasonably practicable provide Buyer with all information concerning the F-4 Registration Statement operations of its business and the Company’s management and operations and financial condition, in each case, required to be included in the Proxy Statement, including any pro forma the required financial statements included therein (of the Company prepared in accordance with Regulation S-X and a related consent from the letter Company’s independent public accountants. The Company shall, and shall cause its Subsidiaries to, make their managers, directors, officers and employees available to stockholders, notice Buyer and its counsel in connection with the drafting of meeting and form of proxy included therewith), will not, at the time that the F-4 Registration Proxy Statement and responding in a timely manner to comments on the Proxy Statement or from the SEC.
(c) Prior to filing them with the SEC, Buyer will make available to the Company drafts of the Proxy Statement and any amendment or supplement thereto is filed with the SEC or to the Proxy Statement is first mailed and provide the Company with an opportunity to comment on such drafts. Buyer shall promptly transmit any such amendment or supplement to its stockholders if at any time prior to the Purchaser Shareholders, at the time of the Purchaser Buyer Stockholder Meeting and at the Closing Time, contain there shall be discovered 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or . Buyer will advise the Company, as applicablepromptly after it receives notice thereof, shall promptly inform of the other Party thereof and shall cooperate with one another in filing such amendment or supplement with time when the Proxy Statement has been approved by the SEC andor any supplement or amendment has been filed, if appropriateor of the issuance of any stop order, in mailing such or of any request by the SEC for amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or of the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided comments thereon and responses thereto or requests by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingSEC for additional information.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following The Company agrees at the date 2019 annual meeting of this Agreement, the Purchaser shall prepare and file with the SEC a proxy statement to be sent to the stockholders of the Purchaser relating to Company (the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration StatementStockholder Meeting”) to include in connection its proxy statement prepared and filed with the issuance of Purchaser Shares of which such proxy statement may form a part SEC (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and ) a proposal to approve the Company shall, or shall cause its Affiliates to, prepare and file with issuance of shares of Common Stock to the SEC all other documents to be filed by the Purchaser with the SEC Investor Parties in connection with any future conversion or redemption of the AcquisitionPreferred Stock into Common Stock, including after giving effect to the conversion of shares of Series B Preferred Stock Consolidation into shares of Series A Preferred Stock in accordance with the terms of such Preferred Stock, and in connection with any issuance of Common Stock pursuant to, or upon conversion, exercise or exchange of, any securities issued pursuant to Section 5.16 that would absent such approval violate NASDAQ Listing Rule 5635, including without limitation deleting the other transactions contemplated hereby effectiveness of Section 6(c) of the Series A Preferred Certificate of Designation (the “Other FilingsStockholder Approval”) as required by ). Subject to the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statementdirectors’ fiduciary duties, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify include the other Party Board’s recommendation that the stockholders vote in favor of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleadingStockholder Approval. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to solicit from the stockholders proxies in favor of the Stockholder Approval and to obtain the Stockholder Approval. The Investor acknowledges that no votes of the shares of Series A Preferred Stock sold and issued in the Private Placement will be counted toward Stockholder Approval in compliance with NASDQ Listing Rule 5635. The Investor and its Affiliates agree to furnish to the Company all information concerning the Investor and its Affiliates as the Company may reasonably request in connection with any such Stockholder Meeting. The Company shall respond reasonably promptly to any comments received from the SEC with respect to the Proxy Statement, and the Company shall cause the F-4 Registration Statement and Proxy Statement to comply be mailed to the Company’s stockholders at the earliest reasonably practicable date. The Company shall provide to the Investor, as promptly as reasonably practicable after receipt thereof, any written comments from the SEC or any written request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide the Investor with copies of all correspondence between the applicable rules Company, on the one hand, and regulations promulgated by the SEC and its staff, on the other hand, relating to respond promptly the Proxy Statement. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Partystaff with respect thereto, 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 8.10. If any event relating to the Purchaser or the Company occurs, shall provide the Investor Parties with a reasonable opportunity to review and comment on such document or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholdersresponse.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Investment Agreement (Zix Corp)
Proxy Statement. (a) As promptly as reasonably practicable Promptly following the date of this Agreement, the Purchaser Seller shall, and shall prepare use Best Efforts to cause its Representatives and file with the SEC a proxy statement Affiliates to: (i) furnish to be sent to the stockholders Buyer and its Representatives all of the Purchaser relating to information regarding Seller, the meeting of Purchased Business, the Purchaser Shareholders Purchased Assets and a Registration Statement on Form F-4 the Assumed Liabilities (including all amendments theretosuch information, the “F-4 Registration StatementSeller Disclosure Information”) that Buyer may reasonably request in connection with the issuance preparation of Purchaser Shares the Proxy Statement and (ii) cooperate with Buyer and its Representatives and Affiliates in the preparation of which such proxy statement may form a part (such proxy statementpro forma financial information required to be included, whether or not constituting a part thereofreasonably requested by Buyer for inclusion, in the “Proxy Statement”). As promptly as reasonably practicable after Buyer’s receipt from Seller of all Seller Disclosure Information, Buyer shall prepare and cause the Proxy Statement to be filed with the SEC. Buyer shall use Best Efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC.
(b) Buyer shall promptly: (i) notify Seller upon the receipt of any comments or requests for additional information from the SEC relating to the Proxy Statements; (ii) promptly respond to any such comments or requests for additional information following the receipt of any such comments or requests; and (iii) provide Seller with copies of correspondence between Buyer and its Representatives, on the one hand, and the Company SEC and its staff, on the other hand, with respect to the Proxy Statement. Seller shall promptly furnish to Buyer any Seller Disclosure Information reasonably requested by Buyer in connection with its response to any such comments.
(c) Prior to the filing or mailing of the Proxy Statement, or responding to any comments or requests for information from the SEC, Buyer shall provide Seller with the opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings.
(d) If at any time prior to the Buyer Stockholders’ Meeting any event shall occur, or fact or information shall be discovered by Buyer, that is required to be set forth in an amendment of or a supplement to the Proxy Statement, Buyer shall, or shall cause its Affiliates toin accordance with the procedures set forth in this Section 5.9, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any such amendment or supplement thereto as soon thereafter as is filed with the SEC reasonably practicable and cause such amendment or the Proxy Statement is first mailed supplement to be distributed to the Purchaser Shareholders, at the time stockholders of the Purchaser Meeting Buyer if and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will not contain extent required by any untrue statement of a material fact or omit Legal Requirement. Seller agrees to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party Buyer all information concerning such Party, such Party’s Subsidiaries Seller and such Party’s stockholders that its Affiliates as may be required or reasonably requested in connection with any action contemplated by this Section 8.10the foregoing. If any event relating to the Purchaser or the Company any of Seller Disclosure Information occurs, or if the Purchaser or the Company Seller becomes aware of any informationSeller Disclosure Information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, Seller shall promptly inform the other Party Buyer thereof and shall cooperate with one another Buyer in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser ShareholdersSEC.
(ce) The Company Buyer shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or cause the Proxy Statement or reasonably requested from the Purchaser to be included in mailed to Buyer’s stockholders as promptly as reasonably practicable after the F-4 Registration Statement and/or SEC notifies Buyer that it has no further comments on the preliminary Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Asset Purchase Agreement (HD Partners Acquisition CORP)
Proxy Statement. (a) As promptly Buyer shall prepare, with the assistance of Company, and as reasonably practicable soon as possible following the date execution of this AgreementAgreement and receipt of the Required Financial Statements and the other information relating to the Company required to be included in the Proxy Statement (as defined herein), the Purchaser shall prepare and file with the SEC in preliminary form, a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part Transactions (such proxy statement, whether or not constituting a part thereofas amended, the “Proxy Statement”) for the purpose of soliciting proxies from Buyer stockholders for the matters to be acted upon at the Special Meeting and providing the Public Stockholders an opportunity in accordance with the Buyer Organizational Documents and the IPO Prospectus to have their shares of Buyer Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Buyer Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Buyer stockholders to vote, at a special meeting of Buyer’s stockholders to be called and held for such purpose (the “Special Meeting”), in favor of resolutions approving (i) the approval of this Agreement and the Transactions by Buyer’s stockholders in accordance with the Buyer Organizational Documents, the DGCL and the rules and regulations of the SEC and NYSE, (ii) the approval of the issuance of the Transaction Securities in accordance with the NYSE rules, (iii) the adoption and approval of a Second Amended and Restated Certificate of Incorporation of Buyer (the “Amended Buyer Charter”) in form and substance reasonably acceptable to Buyer and the Company, which among other things will (A) change Buyer’s name to Kaleyra, Inc., (B) eliminate Article IX of Buyer’s Certificate of Incorporation effective upon, and subject to the occurrence of, the Closing, and (C) designate the classes of the members of the Post-Closing Buyer Board, (iv) the adoption of the Post-Closing Equity Incentive Plan, and (v) such other matters as the Company and Buyer shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (v), collectively, the “Buyer Stockholder Approval Matters”), and (vi) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of Buyer. The Proxy Statement shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the DGCL and the NYSE rules. Prior to filing with the SEC, Buyer will make available to the Company drafts of the Proxy Statement and any other related documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Table of Contents Proxy Statement or such other related document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Buyer shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed).
(b) If on the date for which the Special Meeting is scheduled, Buyer has not received proxies representing a sufficient number of shares to obtain the approval of the Buyer Stockholder Approval Matters by the requisite vote of Buyer’s stockholders at the Special Meeting in accordance with the Proxy Statement (the “Required Buyer Stockholder Approval”), whether or not a quorum is present, Buyer shall make two or more successive postponements or adjournments of the Special Meeting; provided, however, that the Special Meeting may not be postponed or adjourned to a date that is later than the Outside Date. In connection with the Proxy Statement, Buyer will file with the SEC financial and other information about the Transactions in accordance with Applicable Law and applicable proxy solicitation rules, the DGCL and the rules and regulations of the SEC and the NYSE. Buyer shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. Company shall provide Buyer with such information concerning the Company Group and the officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations of any member of the Company Group, (including financial statements which Buyer is required to include in the Proxy Statement, (the “Required Financial Statements”)) that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto.
(c) Buyer shall take any and all actions required to satisfy the requirements of the Exchange Act and other Applicable Laws in connection with the Proxy Statement, the Special Meeting and the Redemption. Each of Buyer and the Company shall, or and shall cause each of its Affiliates Subsidiaries to, prepare make their respective directors, officers and file with employees, upon reasonable advance notice, available to the SEC all other documents to be filed by the Purchaser with the SEC Company, Buyer and their respective Representatives in connection with the Acquisitiondrafting of the public filings with respect to the Transactions, including the Stock Consolidation Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other transactions contemplated hereby (related materials) if and to the “Other Filings”) extent that such information is determined to have become false or misleading in any material respect or as otherwise required by the 1933 Act Applicable Laws. Buyer shall amend or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, supplement the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify cause the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter as so amended or supplemented, to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is be filed with the SEC or and to be disseminated to Buyer stockholders, in each case as and to the extent required by Applicable Laws and subject to the terms and conditions of this Agreement and the Buyer Organizational Documents.
(d) Buyer, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall otherwise use its commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply “clear” comments from the SEC. Buyer shall provide the Company with copies of any written comments, and shall inform the applicable rules and regulations promulgated by the SEC and to respond promptly to Company of any comments of material oral comments, that Buyer or its Representatives receive from the SEC or its staff. Each staff with respect to the Proxy Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Parties Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) Buyer shall use commercially reasonable efforts to promptly cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed distributed to Purchaser Shareholders Buyer’s stockholders of record, as promptly as practicable after of the SEC declares the F-4 Registration Statement record date to be effective. Each Party shall established by the board of directors of Buyer, promptly furnish to following (A) in the other Party all information concerning such Partyevent the preliminary Proxy Statement is not reviewed by the SEC, such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested the expiration of the waiting period in connection with any action contemplated by this Section 8.10. If any event relating to Rule 14a-6(a) under the Purchaser or the Company occursExchange Act, or if (B) in the Purchaser event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the Company becomes aware completion of any informationthe review by the SEC, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statementand, then the Purchaser or the Company, as applicablepursuant thereto, shall promptly inform call the other Party thereof and shall cooperate with one another Special Meeting in filing such amendment or supplement accordance with the SEC and, if appropriate, in mailing DGCL and the Buyer Organizational Documents for a date no later than 30 days following such amendment or supplement to the Purchaser Shareholdersinitial distribution.
(cf) The Company Buyer shall use its commercially reasonable efforts to cooperate comply with all Applicable Laws, any applicable rules and regulations of the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provideNYSE, the Purchaser Buyer Organizational Documents and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included this Agreement in the F-4 Registration Statement and/or preparation, filing and distribution of the Proxy Statement or reasonably requested from Table of Contents Statement, any solicitation of proxies thereunder, the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light calling and holding of the circumstances under which they were made, not misleadingSpecial Meeting and the Redemption.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Purchaser Seller shall prepare and file with the SEC SEC, and shall use all reasonable efforts to have promptly cleared by the SEC, and promptly thereafter shall mail to its stockholders, a proxy statement and a form of proxy (collectively, the "Proxy Statement"), as may be amended and supplemented, to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) used in connection with the issuance special meeting (the "Stockholders' Meeting") of Seller's stockholders to consider the Asset Sale (the "Stockholders' Meeting"). Seller shall provide Purchaser Shares of which such proxy statement may form with a part (such proxy statement, whether or not constituting a part thereof, reasonable opportunity to review and comment upon the “Proxy Statement”), and the Company shall, or shall cause Statement prior to its Affiliates to, prepare and file filing with the SEC all other documents and distribution to be filed by the Seller's stockholders, and Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) shall use reasonable efforts to provide its comments thereon as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation promptly as practicable after delivery of the F-4 Registration Statement, the Proxy Statement to Purchaser and any Other Filingsits legal counsel. Each Party Seller shall as notify Purchaser promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC with respect to the Proxy Statement and of any requests by the SEC for amendments or supplements to the Proxy Statement and will supply Purchaser with copies of all correspondence between Seller and its representatives, on the F-4 Registration Statement or any Other Filing. The Purchaser one hand, and the Company SEC or the members of its staff, on the other hand, with respect to the Proxy Statement. Seller and Purchaser shall also each use their commercially reasonable efforts to satisfy obtain and furnish information required to be included in the Proxy Statement; and Seller, after consultation with Purchaser, shall use reasonable efforts (and Purchaser agrees to reasonably cooperate with Seller in connection therewith) to respond promptly to any comments made by the SEC with respect to the Proxy Statement and cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time. Seller shall notify Purchaser of its intention to mail the Proxy Statement to the stockholders of Seller at least 48 hours prior to the effective date intended time of such mailing. The Proxy Statement shall include the recommendation of Seller's Board of Directors in favor of the F-4 Registration Statement all Asset Sale and approval of this Agreement, unless independent outside legal counsel to Seller shall advise Seller's Board of Directors and the directors' fiduciary duties under applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated herebylaw make such recommendation inappropriate.
(b) The Purchaser covenants and agrees that information included in the F-4 Registration Proxy Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will shall not, at the time that date the F-4 Registration Statement and Proxy Statement (or any amendment thereof or supplement thereto is filed with the SEC or the Proxy Statement thereto) is first mailed to the Purchaser Shareholders, stockholders or at the time of the Purchaser Meeting and at the Closing TimeStockholders' Meeting, 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 made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants and agrees that the information provided by the Company If at any time prior to the Purchaser Stockholders' Meeting, any event or circumstance relating to Seller or any of its Subsidiaries, or its or their respective officers or directors, is discovered by Seller which should be set forth in a supplement to the Proxy Statement, Seller shall promptly inform Purchaser. All documents that Seller is responsible for inclusion filing with the SEC in connection with the F-4 Registration Statement transactions contemplated herein will comply as to form and Proxy Statement (including the Company Financial Statements) will not contain any untrue statement of a substance in all material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply respects with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments requirements of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser ShareholdersExchange Act.
(c) The Company shall Each of the parties will file (and Seller will cause each of its Subsidiaries to file) any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, will use its commercially reasonable best efforts to cooperate with obtain (and Seller will cause each of its Subsidiaries to use its reasonable best efforts to obtain) an early termination of the Purchaser and provideapplicable waiting period, and require will make (and Seller will cause each of its RepresentativesSubsidiaries to make) any further filings pursuant thereto that may be necessary, advisorsproper, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingadvisable.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cmi Corp)
Proxy Statement. (a) As promptly as reasonably practicable following The Company shall provide each stockholder entitled to vote at the date next meeting of this Agreement, the Purchaser shall prepare and file with the SEC a proxy statement to be sent to the stockholders of the Purchaser relating to Company, which shall be not later than 90 days after the meeting of Initial Closing Date (the Purchaser Shareholders and "Stockholder Meeting Deadline"), a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting which has been previously reviewed by the Buyers and a part thereofcounsel of their choice, soliciting each such stockholder's affirmative vote at such annual stockholder meeting for approval of the “Proxy Statement”Company's issuance of all of the Securities as described in this Agreement in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall, or shall use its best efforts to solicit its stockholders' approval of such issuance of the Securities and to cause its Affiliates to, prepare the Board of Directors of the Company to recommend to the stockholders that they approve such proposal. Such proxy statement shall not seek approval of any matters other than the approval described in the preceding sentence and the election of directors. The Company shall file such proxy statement with the SEC all other documents as soon as possible but in no event later than 60 days after the Initial Closing Date (the "Proxy Statement Filing Due Date"). If the Company fails to be filed file the proxy statement referred to above by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required Proxy Statement Filing Due Date or fails to hold a meeting of its stockholders by the 1933 Act Stockholder Meeting Deadline, then, as partial relief (which remedy shall not be exclusive of any other remedies available at law or the U.S. Exchange Act. The Purchaser and in equity), the Company shall cooperate with pay to each other holder of Preferred Shares an amount in connection with cash per Preferred Share equal to the preparation product of (i) the F-4 Registration Statement, Purchase Price multiplied by (ii) .015 multiplied by (iii) the quotient of (x) the sum of (A) the number of days after the Proxy Statement Filing Due Date and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter proxy statement referred to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto above is filed with the SEC and (B) the number of days after the Stockholder Meeting Deadline and prior to the date that a meeting of the Company's stockholders is held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five days of the earlier of (I) the filing of the proxy statement or the holding of the meeting of the Company's stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each 30-day period beginning on the Proxy Statement is first mailed to Filing Due Date or the Purchaser ShareholdersStockholder Meeting Deadline, at as the time of case may be. In the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by event the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 fails to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made payments in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Partya timely manner, such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested payments shall bear interest at the rate of 1.50% per month (pro rated for partial months) until paid in connection with any action contemplated by this Section 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholdersfull.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, Parent, Merger Sub and the Purchaser Company shall jointly prepare and the Company shall file with the SEC a the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be sent held to consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Parent, Merger Sub or the Company, as the case may be, shall furnish all information concerning Parent, Merger Sub or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby (collectively, the "Other Filings"). As promptly as practicable the Proxy Statement will be mailed to the stockholders of the Purchaser relating to Company. The Company shall cause the meeting of the Purchaser Shareholders and a Registration Proxy Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents Other Filings to be filed by the Purchaser it to comply as to form and substance in all material respects with the SEC in connection with applicable requirements of (i) the AcquisitionExchange Act, the Stock Consolidation including Sections 14(a) and 14(d) thereof and the other transactions contemplated hereby respective regulations promulgated thereunder, (ii) the Securities Act of 1933, as amended (the “Other Filings”"Securities Act"), (iii) as required by the 1933 Act or rules and regulations of the U.S. Exchange ActNASD and (iv) Delaware Corporate Law. The Purchaser and Proxy Statement shall include the Company shall cooperate with each other in connection with the preparation recommendation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party Board of the receipt Directors of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including stockholders of the Company Financial Statements) will not contain that such stockholders vote in favor of the adoption of this Agreement and the Merger; provided, however, that subject to Section 5.10(b), the Board of Directors of the Company may, at any untrue statement time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of a material fact or omit to state any material fact Directors of the Company determines in its good faith judgment that it is required to be stated therein or necessary do so in order to make such information not misleadingcomply with its duties to the Company's shareholders under applicable Law. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or The Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each will include a copy of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments written opinion of the SEC or its staffDeutsche Banc Alex. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effectiveBrow▇. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an No amendment or supplement to the F-4 Registration Proxy Statement and/or Proxy Statementwill be made without the approval of each of Parent, then the Purchaser or Merger Sub and the Company, as applicablewhich approval shall not be unreasonably withheld or delayed, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing unless such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that Proxy Statement is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided made by the Company to be included in under applicable Laws. Each of Parent, Merger Sub and the F-4 Registration Statement and/or Company will advise the Proxy Statement 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 made thereinother, in light of the circumstances under which they were made, not misleading.promptly after it receives notice
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following If after the date consummation of this Agreementthe Offer and the Subsequent Offering Period, if any, the Purchaser shall Merger cannot be consummated in accordance with Section 253 of the DGCL under Section 1.9, the Company, acting through its board of directors, shall, in accordance with applicable law,
(i) seek Company Stockholder Approval (as hereinafter defined) by duly calling, giving notice of, convening and holding a special meeting of its stockholders in accordance with Section 251(c) of the DGCL; and
(ii) promptly prepare in accordance with the rules and regulations of the SEC and file with the SEC and, if required by applicable Canadian securities laws, file with the Canadian Securities Regulatory Authorities a proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders Merger and a Registration Statement on Form F-4 this Agreement (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), obtain and furnish the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents information required to be filed included by the Purchaser with the SEC in connection with a proxy statement, include in the Acquisition, Proxy Statement the Stock Consolidation recommendation of the board of directors of the Company that stockholders of the Company vote in favor of the approval of the Merger and the other transactions contemplated hereby (the “Other Filings”) as required adoption of this Agreement and, after consultation with Parent, respond promptly to any comments made by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate SEC with each other in connection with the preparation of the F-4 Registration Statement, respect to the Proxy Statement and cause the Proxy Statement, including any Other Filings. Each Party shall as promptly as reasonably amendments and supplements thereto, to be mailed at the earliest practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts date to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated herebyits stockholders.
(b) The Each of Parent and Purchaser covenants shall vote, or cause to be voted, all of the Company Common Shares acquired by it under the Offer and agrees that otherwise then owned by it and its Subsidiaries in favor of the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (approval of the Merger and the letter to stockholders, notice adoption of meeting and form of proxy included therewith), will not, at the time that the F-4 Registration Statement and this Agreement.
(c) The Proxy Statement or any amendment or supplement thereto is shall not be filed with the SEC or the Canadian Securities Regulatory Authorities or mailed to stockholders of the Company and no amendment or supplement to the Proxy Statement is first mailed will be made by the Company without providing Parent with the opportunity to review and comment thereon. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments of the SEC thereon and responses thereto or requests by the SEC for additional information. If at any time before the Effective Time, the Company or Parent discovers any information relating to either party, or any of their respective affiliates, officers or directors, that should be set forth in an amendment or supplement to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, contain Proxy Statement so that such document would not include any untrue statement misstatement of a material fact or omit to state 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. The Company covenants and agrees , the party that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 discovers such information not misleading. Notwithstanding shall promptly notify the foregoingother parties hereto, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in jointly prepare an appropriate amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, describing such information which shall be promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement filed with the SEC and, if appropriaterequired by applicable Canadian securities laws, in mailing such amendment or supplement with the Canadian Securities Regulatory Authorities and, to the Purchaser Shareholdersextent required by applicable United Stated federal securities laws, disseminated to the stockholders of the Company.
(cd) The Each of Parent and Purchaser shall promptly furnish or cause to be furnished to the Company shall use its commercially reasonable efforts to cooperate with such information and assistance as the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser Company and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding agents may reasonably request for the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or purpose of preparing the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this AgreementAgreement and Novus’s receipt of the Audited Financial Statements, subject to the Purchaser terms of this Section 7.01, Novus (with the assistance and cooperation of the Company as reasonably requested by Novus) shall prepare and file with the SEC (i) a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to (A) the stockholders of Novus relating to the meeting of Novus’s stockholders (including any adjournment or postponement thereof, the “Novus Stockholders’ Meeting”) to be held to consider (1) approval and adoption of this Agreement and the Merger, (2) approval of the issuance of Novus Common Stock as contemplated by this Agreement and the Subscription Agreements, (3) the approval and adoption of the second amended and restated Novus Certificate of Incorporation as set forth on Exhibit G, including the conversion of Novus into a public benefit corporation contemplated thereby, (4) the approval and adoption of an equity incentive plan, in form and substance reasonably acceptable to Novus and the Company that provides for grant of awards to employees and other service providers of the Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on Novus Common Stock with a total pool of awards of Novus Common Stock not exceeding ten percent (10%) of the aggregate number of the sum of (x) shares of Novus Common Stock outstanding at the Closing and (y) securities convertible into Novus Common Stock, with an annual “evergreen” increase of not more than five percent (5%) of the shares of Novus Common Stock outstanding as of the day prior to such increase, (5) the approval and adoption of an employee stock purchase plan, in form and substance reasonably acceptable to Novus and the Company, that provides for grant of purchase rights with respect to Novus Common Stock to employees of the Surviving Corporation and its Subsidiaries with a total pool of shares of Novus Common Stock not exceeding one and one half percent (1.5%) of the aggregate number of the sum of (x) shares of Novus Common Stock outstanding at the Closing and (y) securities convertible into Novus Common Stock, with an annual “evergreen” increase of one percent (1%) of the shares of Novus Common Stock outstanding as of the day prior to such increase, and (6) any other proposals the parties deem necessary to effectuate the Transactions (collectively, the “Novus Proposals”) and (B) to the stockholders of the Purchaser Company as an information statement relating to the meeting action to be taken by the stockholders of the Purchaser Shareholders Company pursuant to the Written Consent or by vote at a Company Stockholder Meeting; and (ii) a Registration Statement registration statement on Form F-4 S-4 (including together with all amendments thereto, the “F-4 Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Novus Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and (B) held by, or issuable to, the Novus Initial Stockholders, immediately prior to the Effective Time. Novus and the Company shall each pay one half of all registration and filing fees due in connection with the Registration Statement.
(b) Each of Novus and the Company shall furnish all information concerning such part as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Novus and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement and the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, Novus shall use commercially reasonable efforts to take any action required under any applicable federal or state securities laws in connection with the issuance of Purchaser Shares shares of which such proxy statement may form a part Novus Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Novus shall mail the Proxy Statement to its stockholders. As promptly as practicable following the clearance of the Proxy Statement by the SEC, Novus shall mail the Proxy Statement to its stockholders.
(c) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Novus or the Company without the approval of the other party (such proxy statementapproval not to be unreasonably withheld, whether conditioned or not constituting a part thereof, the “Proxy Statement”delayed), . Novus and the Company shalleach will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or shall cause its Affiliates toany supplement or amendment has been filed, prepare and file with of the SEC all other documents issuance of any stop order, of the suspension of the qualification of the Novus Common Stock to be filed by issued or issuable to the Purchaser with stockholders of the SEC Company in connection with the Acquisitionthis Agreement for offering or sale in any jurisdiction, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required or of any request by the 1933 Act SEC for amendment of the Proxy Statement or the U.S. Exchange ActRegistration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Purchaser Each of Novus and the Company shall cooperate with each other in connection with the preparation and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the F-4 SEC or its staff with respect to the Registration Statement, Statement and any amendment to the Registration Statement filed in response thereto.
(d) Novus represents that the information supplied by Novus for inclusion in the Registration Statement and the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at (i) the time that the F-4 Registration Statement and is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto is filed with the SEC or the Proxy Statement thereto) is first mailed to the Purchaser Shareholdersstockholders of Novus, at (iii) the time of the Purchaser Meeting Novus Stockholders' Meeting, and at (iv) the Closing Effective Time, contain any untrue statement of a material fact or omit fail to state 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. If, at any time prior to the Effective Time, any event or circumstance relating to Novus or Merger Sub, or their respective officers or directors, should be discovered by Novus which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Novus shall promptly inform the Company. All documents that Novus is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(e) The Company covenants and agrees represents that the information provided supplied by the Company to the Purchaser for inclusion in the F-4 Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (including or any amendment thereof or supplement thereto) is first mailed to the Company Financial Statementsstockholders of Novus, (iii) will not the time of Novus’ Stockholders’ Meeting, and (iv) the Effective Time, 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement shall not contain any untrue statement of a material fact or omit fail to state 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. If, at any time prior to the Effective Time, any event or circumstance relating to any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform Novus. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Business Combination Agreement (Novus Capital Corp)
Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, (i) Buyer shall prepare and file with the Purchaser SEC the proxy statement/prospectus (as amended or supplemented, the “Proxy Statement”) to be sent to the shareholders of Buyer relating to the Buyer Shareholders’ Meeting and (ii) Buyer shall prepare and file with the SEC a proxy registration statement to be sent to the stockholders of the Purchaser relating to the meeting of the Purchaser Shareholders and a Registration Statement on Form F-4 (including together with all amendments thereto, the “F-4 Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Surviving Company Shares to be issued or issuable pursuant to the terms of this Agreement and the Merger Agreement. Buyer and the Companies each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of the Registration Statement, Buyer and the Companies shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of Purchaser shares of Surviving Company Shares of which such proxy statement may form a part (such proxy statement, whether to be issued or not constituting a part thereof, the “Proxy Statement”), issuable pursuant to this Agreement and the Company shall, or Merger Agreement. The Sellers and the Companies shall cause its Affiliates to, prepare and file with furnish all information concerning the SEC all other documents to be filed by the Purchaser with the SEC Companies as Buyer may reasonably request in connection with the Acquisition, the Stock Consolidation such actions and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Proxy Statement and Registration Statement. Buyer shall use its reasonable best efforts to hold any Buyer Shareholders’ Meeting necessary or that may be required under Section 7.3 and this Section 8.1, and Buyer shall mail the Proxy Statement as soon as practicable after the Registration Statement becomes effective.
(a) Buyer represents that the information supplied by Buyer for inclusion in the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at (i) the time that the F-4 Registration Statement and is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto is filed with the SEC or the Proxy Statement thereto) is first mailed to the Purchaser Shareholdersshareholders of Buyer, at (iii) the time of the Purchaser Meeting Buyer Shareholders’ Meeting, and at (iv) the Closing TimeDate, contain any untrue statement of a material fact or omit fail to state 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. If, at any time prior to the Closing Date, any event or circumstance relating to Buyer, or their respective officers or directors, should be discovered by Buyer which should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, Buyer shall promptly inform the Companies. All documents that Buyer is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(b) The Company covenants Sellers and agrees the Companies represent that the information provided supplied by the Company to Sellers and the Purchaser Companies for inclusion in the F-4 Proxy Statement and Registration Statement and shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (including or any amendment thereof or supplement thereto) is first mailed to the Company Financial Statementsshareholders of Buyer, (iii) will not the time of the Buyer Shareholders’ Meeting, and (iv) the Closing Date, 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement shall not contain any untrue statement of a material fact or omit fail to state 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. If, at any time prior to the Closing Date, any event or circumstance relating to the Companies, or their respective officers, managers or directors, should be discovered by the Companies which should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, the Companies shall promptly inform Buyer. All documents that the Companies are responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Combination and Stock Purchase Agreement (DD3 Acquisition Corp.)
Proxy Statement. (a) As promptly as reasonably practicable following the date execution and delivery of this AgreementAgreement and the availability of the PCAOB Financial Statements, the Purchaser shall Parent shall, in accordance with this Section 6.10, prepare and file with the SEC SEC, in preliminary form, a proxy statement in connection with the transactions contemplated hereby and the Offer (as amended or supplemented, the “Proxy Statement”) and provide its stockholders with the opportunity for shares of Parent Common Stock to be redeemed in an amount not to exceed 13,930,662 (the “Offering Shares”) in conjunction with a stockholder vote on the transactions contemplated hereby, such proxy to be sent to the stockholders of the Purchaser Parent relating to the meeting Parent Common Stockholders Meeting in definitive form, all in accordance with and as required by Parent’s Organizational Documents, any related agreements with Parent and its Affiliates, applicable Law and any applicable rules and regulations of the Purchaser Shareholders SEC and a Registration NASDAQ. Without limitation, in the Proxy Statement, Parent shall (i) solicit proxies from holders of Parent Common Stock and Parent Class B Stock to vote at the Parent Common Stockholders Meeting in favor of (A) the adoption of this Agreement and the approval of the transactions contemplated hereby pursuant to Section 251 of the DGCL, (B) the issuance of Parent Common Stock issuable pursuant to this Agreement at the Effective Time, (C) the adoption of an Omnibus Incentive Plan, previously approved by the Board of Directors of Parent, in form and substance as set forth in Exhibit K, with such changes as may be mutually agreed between Parent and the Company (the “Omnibus Plan”), and (D) any other proposals the Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”), and (ii) file with the SEC financial and other information about the transactions contemplated hereby in accordance with Regulation 14A of the Exchange Act. The Proxy Statement on Form F-4 (including will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. As promptly as practicable following the clearance of the Proxy Statement by the SEC, Parent shall mail the Proxy Statement to holders of Parent Common Stock and Parent Class B Stock of record, as of the record date to be established by the board of directors of Parent. The Company shall furnish all amendments theretoinformation concerning it and its Affiliates to the Parent, “F-4 Registration Statement”) and provide such other assistance, as may be reasonably requested in connection with the issuance preparation, filing and distribution of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Proxy Statement shall include all information reasonably requested by the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by included therein. Without limiting the Purchaser generality of the foregoing, the Company shall reasonably cooperate with the SEC Parent in connection with Parent’s preparation for inclusion in the Acquisition, Proxy Statement of pro forma financial statements that comply with the Stock Consolidation requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Proxy Statement. Each of the Company and Parent shall promptly notify the other transactions contemplated hereby (upon the “Other Filings”) as required by receipt of any comments from the 1933 Act SEC or any request from the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, SEC for amendments or supplements to the Proxy Statement and any Other Filingsshall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each Party of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable notify the other Party of the receipt of to any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior with respect to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated herebyProxy Statement.
(b) The Purchaser covenants and agrees that Prior to filing with the F-4 Registration Statement and SEC, Parent will make available to the Company drafts of the Proxy Statement, including both preliminary and definitive, and any 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 F-4 Registration Statement and Proxy Statement or any material amendment or supplement thereto is filed to the Proxy Statement and will provide the Company with a reasonable opportunity to comment on such drafts, shall consider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. Parent shall provide written notice (email permitted) to the Company upon filing any such documents with the SEC (including response to any comments from the SEC with respect thereto). Parent will advise the Company promptly after receipt of notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement or the Proxy Statement is first mailed not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Purchaser ShareholdersProxy Statement, at (v) any request by the time SEC for amendment of the Purchaser Proxy Statement, (vi) any comments from the SEC relating to the Proxy Statement and responses thereto, or (vii) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the Proxy Statement and each shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any material requests or comments from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts.
(c) If at any time prior to the Parent Common Stockholder Meeting and at there shall be discovered any information that should be set forth in an amendment or supplement to the Closing Time, contain Proxy Statement so that the Proxy Statement would not include any untrue statement misstatement of a material fact or omit to state 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, Parent shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. The If, at any time prior to the Effective Time, the Company covenants and agrees discovers any information, event or circumstance relating to the Company or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will Statement, as applicable, would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Parent of such information, event or circumstance.
(d) Parent shall make all necessary filings with respect to the transactions contemplated hereby under the Securities Act, the Exchange Act and applicable “blue sky” laws and any rules and regulations thereunder.
(e) The Company shall use its commercially reasonable efforts to promptly provide Parent with all information concerning the Company reasonably requested by Parent for inclusion in the Proxy Statement and any amendment or supplement thereto (if any). The Company shall cause the officers and employees of the Company to be reasonably available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC.
(f) Parent shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article IX. Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, NASDAQ or the respective staff thereof that is applicable to the Offer. Nothing in this Section 6.10(f) shall (i) impose any obligation on Parent to extend the Offer beyond the Outside Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement in accordance with Article IX.
(g) Parent shall use its reasonable best efforts to (i) cause the shares of Parent Common Stock to be issued to the Equityholders as provided in Article II to be approved for listing on NASDAQ upon issuance, and (ii) make all necessary and appropriate filings with NASDAQ and undertake all other steps reasonably required prior to the Closing Date to effect such listing.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this Agreement, Parent, Merger Sub and the Purchaser Company shall jointly prepare and the Company shall file with the SEC a the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be sent held to consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Parent, Merger Sub or the Company, as the case may be, shall furnish all information concerning Parent, Merger Sub or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby (collectively, the "Other Filings"). As promptly as practicable the Proxy Statement will be mailed to the stockholders of the Purchaser relating to Company. The Company shall cause the meeting of the Purchaser Shareholders and a Registration Proxy Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents Other Filings to be filed by the Purchaser it to comply as to form and substance in all material respects with the SEC applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act of 1933, as amended (the "Securities Act"), (iii) the rules and regulations of the NASD and (iv) Delaware Corporate Law. The Proxy Statement shall include the recommendation of the Board of Directors of the Company to the stockholders of the Company that such stockholders vote in connection with favor of the Acquisitionadoption of this Agreement and the Merger; provided, however, that subject to Section 5.10(b), the Stock Consolidation Board of Directors of the Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in its good faith judgment that it is required to do so in order to comply with its duties to the Company's shareholders under applicable Law. The Proxy Statement will include a copy of the written opinion of Deutsche Banc Alex. Brown. No amendment or supplement to the Proxy Statement w▇▇▇ ▇e made without the approval of each of Parent, Merger Sub and the other transactions contemplated hereby (Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the “Other Filings”) as Proxy Statement is required to be made by the 1933 Act or the U.S. Exchange ActCompany under applicable Laws. The Purchaser Each of Parent, Merger Sub and the Company shall cooperate with each other in connection with will advise the preparation other, promptly after it receives notice thereof, or of any request by the F-4 Registration Statement, SEC or the NASD for amendment of the Proxy Statement and any the Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral Filings or written comments from the staff of thereon and responses thereto or requests by the SEC on the F-4 Registration Statement or any Other Filingfor additional information. The Purchaser and information supplied by the Company for inclusion in the Proxy Statement shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at (i) the time that the F-4 Registration Statement and Proxy Statement (or any amendment thereof or supplement thereto is filed with the SEC or the Proxy Statement thereto) is first mailed to the Purchaser Shareholdersstockholders of the Company, at (ii) the time of the Purchaser Meeting Company Stockholders Meeting, and at (iii) the Closing Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements made therein, in light of the circumstances under which they were made, Proxy Statement not misleading. The If at any time prior to the Effective Time any event or circumstance relating to the Company covenants and agrees that the information provided or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Purchaser Proxy Statement, the Company shall promptly inform Parent and Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The information supplied by Parent and Merger Sub for inclusion in the F-4 Registration Proxy Statement and shall not, at (i) the time the Proxy Statement (including or any amendment of or supplement to the Proxy Statement) are first mailed to the stockholders the Company, (ii) the time of the Company Financial StatementsStockholders Meeting, and (iii) will not the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent or Merger Sub that should be set forth in an amendment or a supplement to the Proxy Statement, Parent and Merger Sub shall promptly inform the Company. All documents that Parent and Merger Sub are responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The information supplied by any party for inclusion in another party's Other Filing will be true and correct in all material respects.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement and the date of this Agreementother Transaction Documents to the extent that after giving effect thereto, the Purchaser shall prepare aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and file with such Transaction Documents would exceed the SEC a proxy statement to be sent to Exchange Cap, unless and until the Company obtains Stockholder Approval of the transactions contemplated by this Agreement and such Transaction Documents and the stockholders of the Purchaser relating to Company as well as, subsequently, the meeting Principal Market have in fact approved the transactions contemplated by this Agreement and such Transaction Documents in accordance with the applicable rules and regulations of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”)applicable Principal Market, and the Company shall, or shall cause its Affiliates to, prepare Certificate of Incorporation and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation bylaws of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleadingCompany. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause file a preliminary proxy statement on Schedule 14A (the F-4 Registration Statement and Proxy Statement to comply “PRE 14A”) with the applicable Securities and Exchange Commission (the “Commission”) within fifteen (15) days following the Effective Date for a special meeting of its stockholders (or its annual meeting of its stockholders) in order to obtain all necessary approvals of the sale and issuance of the remaining Conversion Shares not subject to the Exchange Cap consistent with the rules and regulations promulgated of the Principal Market, including but not limited to Section 713(a) of the NYSE American LLC Company Guide. In addition, the PRE 14A shall include the unanimous recommendation of the Board of Directors that such proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal including, if requested by the SEC Investor, the retention and to respond promptly to any comments utilization of the SEC or its staffa nationally known proxy solicitation firm. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable best efforts to: (i) promptly clear any comments received by the Commission on the PRE 14A and thereafter file a definitive proxy statement on Schedule 14A related to cooperate with the Purchaser and providemeeting of its stockholders, and require its Representatives(ii) obtain such Stockholder Approval. If the Company does not obtain Stockholder Approval at the first such meeting, advisors, accountants and attorneys to providein any event within 90 days of the Effective Date, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding Company shall call a meeting every three (3) months thereafter to seek Stockholder Approval until the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light earlier of the circumstances under date on which they were made, not misleadingStockholder Approval is obtained or the Note is no longer outstanding.
Appears in 1 contract
Sources: Securities Purchase Agreement (Hyperscale Data, Inc.)
Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, but in no event later than 45 days after the Purchaser date hereof, AmerUs shall prepare and file with the SEC a proxy materials which shall constitute the proxy statement to be sent to the stockholders of the Purchaser relating to the meeting of matters to be submitted to the Purchaser AmerUs shareholders at the AmerUs Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part Meeting (such proxy statement, whether and any amendments or not constituting a part thereofsupplements thereto, the “Proxy Statement”), and the Company shall, or AmerUs shall cause use its Affiliates to, prepare and file with the SEC all other documents reasonable best efforts to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required by the 1933 Act or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement and any Other Filings. Each Party shall respond as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts with respect thereto and to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders the AmerUs shareholders as promptly as practicable after following the SEC declares the F-4 Registration Statement date of this Agreement. Whenever any event occurs which is required to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, AmerUs shall promptly inform the other Party thereof Aviva of such occurrence and shall cooperate file with one another in filing the SEC and/or mail to the shareholders of AmerUs such amendment or supplement supplement.
(b) AmerUs shall promptly take all actions in accordance with applicable Law, its Amended and Restated Articles of Incorporation, its Amended and Restated Bylaws and the SEC andrules of the NYSE to call, if appropriategive notice of, in mailing convene and hold a meeting of its shareholders, such amendment or supplement meeting to take place as promptly as practicable following the date hereof (the “AmerUs Shareholders Meeting”), for the purpose of obtaining the Required AmerUs Vote with respect to the Purchaser Shareholderstransactions contemplated by this Agreement. Subject to applicable Law, AmerUs shall promptly send the Notice of AmerUs Shareholders Meeting to all holders of the Series A Preferred Stock as required by Section 490.1104 of the IBCA. Subject to applicable Law, the Board of Directors of AmerUs shall use its reasonable best efforts to solicit the approval of the AmerUs shareholders of the Required AmerUs Vote. In furtherance of and subject to the foregoing, the Board of Directors of AmerUs shall recommend to the AmerUs shareholders that they vote to approve this Agreement and the plan of merger contained herein; provided, however, that AmerUs shall not be obligated to make the foregoing recommendation to the extent that the Board of Directors of AmerUs reasonably determines in good faith (after consultation with outside legal counsel) that such failure to so recommend is required in order to comply with its fiduciary duties under applicable Law; as provided, further, that notwithstanding anything to the contrary in this Agreement, AmerUs shall be obligated to submit this Agreement to its shareholders for a vote on the approval to the extent consistent with Section 490.1104 of the IBCA, and nothing contained herein shall be deemed to relieve AmerUs of such obligation unless this Agreement has been terminated in accordance with its terms prior to the AmerUs Shareholders Meeting.
(c) The Company shall use its commercially reasonable efforts AmerUs after consultation with Aviva, may adjourn or postpone the AmerUs Shareholders Meeting (i) to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys extent necessary to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company ensure that is any required by Applicable Law supplement or amendment to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from is provided to AmerUs’ shareholders, (ii) if as of the Purchaser to be included time for which the AmerUs Shareholders Meeting is originally scheduled (as set forth in the F-4 Registration Statement and/or the Proxy Statement. The information provided ) there are insufficient shares of Common Stock represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the AmerUs Shareholders Meeting or (iii) for the purpose of soliciting additional proxies if proxies granted by the Company time of the AmerUs Shareholders Meeting are insufficient to be included provide the Required AmerUs Vote; provided, however, that AmerUs will reconvene or reschedule the AmerUs Shareholders Meeting as soon as practicable after such adjournment or postponement.
(d) Nothing contained herein shall prohibit or impede AmerUs from taking and disclosing to its shareholders a position as required by Rule 14d-9, Rule 14e-2 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from making any other required disclosure to its shareholders if, in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light good faith judgment of the circumstances under which they were madeBoard of Directors of AmerUs, not misleadingafter consultation with outside legal counsel, failure so to disclose would be inconsistent with applicable Law.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this AgreementAgreement and Future Health’s receipt of the Audited Financial Statements and Reviewed Financial Statements, subject to the Purchaser terms of this Section 7.01, Future Health (with the assistance and cooperation of Seller as reasonably requested by Future Health) shall prepare and file with the SEC a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of the Purchaser Future Health relating to the meeting of Future Health’s stockholders (including any adjournment or postponement thereof, the Purchaser Shareholders “Future Health Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Transactions, (ii) approval of the issuance of Future Health Common Stock as contemplated by this Agreement, the Subscription Agreement and the Forward Purchase Agreement, (ii) the second amended and restated Future Health Certificate of Incorporation and (iii) any other proposals the parties deem necessary to effectuate the Transactions (collectively, the “Future Health Proposals”). If determined by the parties appropriate, Future Health may prepare and file with the SEC a Registration Statement registration statement on Form F-4 S-4 (including together with all amendments thereto, the “F-4 Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Future Health Common Stock to be issued to Seller pursuant to this Agreement. Future Health on the one hand, and Seller on the other hand, shall each pay one half of all registration and filing fees due in connection with the Registration Statement, if applicable. Seller shall furnish all information concerning Seller or the Company as Future Health may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement, if applicable. Future Health and Seller each shall use their reasonable best efforts to (i) cause the Registration Statement or the Proxy Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement or the Proxy Statement, (iii) if applicable, cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) if applicable, keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement or the filing of the definitive Proxy Statement, Future Health shall use commercially reasonable efforts to take any action required under any applicable federal or state securities laws in connection with the issuance of Purchaser Shares shares of which such proxy statement may form a part Future Health Common Stock, in each case to be issued or issuable to Seller pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Future Health shall mail the Proxy Statement to its stockholders. As promptly as practicable following the clearance of the Proxy Statement by the SEC, Future Health shall mail the Proxy Statement to its stockholders.
(b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Future Health, Seller or the Company without the approval of the other party (such proxy statementapproval not to be unreasonably withheld, whether conditioned or not constituting a part delayed). Future Health and Seller each will advise the other, promptly after they receive notice thereof, of the “Proxy Statement”)time when the Registration Statement has become effective or any supplement or amendment has been filed, and of the Company shallissuance of any stop order, or shall cause its Affiliates to, prepare and file with of the SEC all other documents suspension of the qualification of the Future Health Common Stock to be filed by the Purchaser with the SEC issued or issuable to Seller in connection with the Acquisitionthis Agreement for offering or sale in any jurisdiction, the Stock Consolidation and the other transactions contemplated hereby (the “Other Filings”) as required or of any request by the 1933 Act SEC for amendment of the Proxy Statement or the U.S. Exchange ActRegistration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Purchaser Each of Future Health and the Company Seller shall cooperate with each other in connection with the preparation and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the F-4 SEC or its staff with respect to the Registration Statement, Statement or the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify amendment to the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement filed in response thereto.
(c) Future Health represents that the information supplied by Future Health for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, if applicable, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Purchaser Shareholdersstockholders of Future Health, at (iii) the time of the Purchaser Meeting Future Health Stockholders’ Meeting, and at (iv) the Closing TimeClosing, contain any untrue statement of a material fact or omit fail to state 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. The Company covenants If, at any time prior to the Closing, any event or circumstance relating to Future Health, or its officers or directors, should be discovered by Future Health which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Future Health shall promptly inform Seller. All documents that Future Health is responsible for filing with the SEC in connection with the Transactions or the other transactions contemplated by this Agreement will comply as to form and agrees substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(d) Seller represents that the information provided supplied by the Company to the Purchaser it for inclusion in the F-4 Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, if applicable, (ii) the time the Proxy Statement (including or any amendment thereof or supplement thereto) is first mailed to the Company Financial Statementsstockholders of Future Health, (iii) will not the time of Future Health Stockholders’ Meeting, and (iv) the Closing, 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement shall not contain any untrue statement of a material fact or omit fail to state 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. If, at any time prior to the Closing, any event or circumstance relating to Seller or the Company, or their respective officers or directors, should be discovered by Seller which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Seller shall promptly inform Future Health. All documents that Seller or the Company is responsible for filing with the SEC in connection with the Transactions or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Business Combination Agreement (Future Health ESG Corp.)
Proxy Statement. (a) As promptly as reasonably practicable following the date execution and delivery of this Agreement, the Purchaser shall Buyer shall, in accordance with this this Section 6.6, prepare and file with the SEC SEC, in preliminary form, a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of the Purchaser Buyer relating to the meeting Buyer Stockholders Meeting, for the purpose of, among other things, soliciting proxies from holders of Buyer Capital Stock to vote at the Buyer Stockholders Meeting in favor of (i) the adoption of this Agreement and the approval of the Purchaser Shareholders and a Registration Statement on Form F-4 Transactions, (including all amendments thereto, “F-4 Registration Statement”ii) in connection with the issuance of Purchaser Shares the Buyer Class A Common Stock and the Buyer Class B Common Stock constituting the Stock Consideration, (iii) the amendment and restatement of which such proxy statement may the Buyer Charter in the form a part of the Buyer A&R Charter and (such proxy statement, whether iv) any other proposals the Parties deem necessary or not constituting a part thereofdesirable to consummate the Transactions (collectively, the “Proxy StatementTransaction Proposals”), . The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the Company shall, or rules and regulations thereunder. The Buyer shall cause its Affiliates to, prepare and file the definitive Proxy Statement with the SEC all and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of the Buyer, within three Business Days of (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC.
(b) Prior to filing with the SEC, the Buyer will make available to the Sellers drafts of the Proxy Statement and any other documents to be filed by with the Purchaser SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Sellers with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. The Buyer shall not file any such documents with the SEC without the prior written consent of the Sellers (such consent not to be unreasonably withheld, conditioned or delayed). The Buyer will advise the Sellers promptly after it receives notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in connection with the Acquisitionevent the preliminary Proxy Statement is not reviewed by the SEC, the Stock Consolidation and expiration of the other transactions contemplated hereby waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the “Other Filings”) as required event the preliminary Proxy Statement is reviewed by the 1933 Act SEC, receipt of oral or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation written notification of the F-4 Registration completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement, (v) the issuance of any stop order by the SEC, (vi) any request by the SEC for amendment of the Proxy Statement, (vii) any comments from the SEC relating to the Proxy Statement and responses thereto or (viii) requests by the SEC for additional information. The Buyer shall promptly respond to any Other Filings. Each Party SEC comments on the Proxy Statement and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly soon after filing as reasonably practicable notify the other Party of the receipt of practicable; provided, that prior to responding to any oral requests or written comments from the staff SEC, the Buyer will make available to the Sellers drafts of any such response and provide the SEC Sellers with a reasonable opportunity to comment on the F-4 Registration Statement or such drafts.
(c) If at any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy time prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements Buyer Stockholders Meeting there shall be discovered any information that should be set forth in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any an amendment or supplement thereto is filed with the SEC or to the Proxy Statement is first mailed to so that the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, contain Proxy Statement would not include any untrue statement misstatement of a material fact or omit to state 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, the Buyer shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. The Company covenants and agrees If, at any time prior to the Closing, the Sellers discover any information, event or circumstance relating to the Business or the Hostess Entities or any of their respective Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleading, then the Sellers shall promptly inform the Buyer of such information, event or circumstance.
(d) The Buyer shall make all necessary Filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder.
(e) The Sellers agree to promptly provide the Buyer with all information concerning the Business and the management, operations and financial condition of the Hostess Companies, in each case, reasonably requested by the Buyer for inclusion in the Proxy Statement. The Sellers shall cause the officers and employees of the Hostess Companies to be reasonably available to the Buyer and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC.
Appears in 1 contract
Sources: Master Transaction Agreement (Gores Holdings, Inc.)
Proxy Statement. (a) As promptly as reasonably practicable following after the date delivery of this Agreementthe PCAOB Audited Financial Statements by the Company to Pensare, the Purchaser Pensare and shall prepare and file with the SEC a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of the Purchaser Pensare relating to the meeting of Pensare’s stockholders (the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration StatementPensare Stockholders’ Meeting”) to be held to consider approval and adoption of the business combination provided for in this Agreement by approving and adopting (i) this Agreement and the Transactions, (ii) the amendments to the Pensare Certificate of Incorporation set forth in Exhibit A, (iii) the issuance of Pensare Common Stock as contemplated by this Agreement and pursuant to the Private Placement (if any), (iv) the Equity Plan and (v) a proposal to adjourn the Pensare Stockholders’ Meeting, as necessary, to solicit additional proxies if there are not sufficient votes at the time of the Pensare Stockholders’ Meeting to approve the foregoing proposals, and (v) any other proposals the parties deem necessary to effectuate the Merger and the other Transactions or as may be mutually agreed upon by Holdings and Pensare (collectively, the “Pensare Proposals”). Holdings and the Company shall furnish all information concerning the Company as Pensare may reasonably request in connection with such actions and the issuance preparation of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and . Pensare shall file the Company shall, or shall cause its Affiliates to, prepare and file definitive Proxy Statement with the SEC all and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Pensare, as promptly as practicable (but in no event later than five (5) Business Days) following the earlier to occur of: (Y) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (Z) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC.
(b) Pensare covenants that none of the Pensare Board or any committee thereof shall withdraw or modify, or propose publicly or by formal action of the Pensare Board to withdraw or modify, in a manner adverse to the Company, the Pensare Recommendation or the approval or recommendation by the Pensare Board of the Pensare Proposals and the Proxy Statement shall include the Pensare Recommendation and the recommendation of the Pensare Board to the stockholders of Pensare in favor of the Pensare Proposals.
(c) Prior to filing with the SEC, Pensare will make available to Holdings drafts of the Proxy Statement and any other documents to be filed by with the Purchaser SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide Holdings with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Pensare shall not file any such documents with the SEC without the prior written consent of Holdings (such consent not to be unreasonably withheld, conditioned or delayed). Pensare will advise Holdings promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in connection with the Acquisitionevent the preliminary Proxy Statement is not reviewed by the SEC, the Stock Consolidation and expiration of the other transactions contemplated hereby waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the “Other Filings”) as required event the preliminary Proxy Statement is reviewed by the 1933 Act SEC, receipt of oral or the U.S. Exchange Act. The Purchaser and the Company shall cooperate with each other in connection with the preparation written notification of the F-4 Registration completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement, ; (E) the issuance of any stop order by the SEC; (F) any request by the SEC for amendment of the Proxy Statement; (G) any comments from the SEC relating to the Proxy Statement and responses thereto; and (H) requests by the SEC for additional information. Prior to responding to any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral requests or written comments from the staff SEC, Pensare will make available to Holdings drafts of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser such response and provide the Company shall also use their commercially with a reasonable efforts opportunity to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated herebycomment on such drafts.
(bd) The Purchaser covenants and agrees Pensare represents that the F-4 Registration information supplied by Pensare for inclusion in the Proxy Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will shall not, at (i) the time that the F-4 Registration Statement and Proxy Statement (or any amendment thereof or supplement thereto is filed with the SEC or the Proxy Statement thereto) is first mailed to the Purchaser Shareholdersstockholders of Pensare, at (ii) the time of the Purchaser Meeting Pensare Stockholders’ Meeting, and at (iii) the Closing Effective Time, contain any untrue statement of a material fact or omit fail to state 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. The Company covenants and agrees that the information provided by the Company If, at any time prior to the Purchaser Effective Time, any event or circumstance relating to Pensare or Merger Sub, or their respective officers or directors or otherwise supplied by Pensare for inclusion in the F-4 Registration Statement and Proxy Statement (including Statement, should be discovered by Pensare which should be set forth in an amendment or a supplement to the Company Financial Statements) will Proxy Statement, so that such documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading, Pensare shall promptly inform Holdings. Notwithstanding All documents that Pensare is responsible for filing with the foregoingSEC in connection with the Merger or the other transactions contemplated by this Agreement, will comply as to form and substance in all material aspects with the Purchaser makes no covenant, representation or warranty with respect to statements made in applicable requirements of the F-4 Registration Statement or Proxy Statement (Securities Act and the letter to stockholders, notice of meeting rules and form of proxy included therewith)regulations thereunder and the Exchange Act and the rules and regulations thereunder. Pensare shall make all necessary filings, if any, based on information furnished in writing by with respect to the Company specifically for inclusion therein. Each of Transactions under the Parties shall use commercially reasonable efforts to cause Securities Act, the F-4 Registration Statement Exchange Act and Proxy Statement to comply with the applicable “blue sky” laws, and any rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholdersthereunder.
(ce) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser Holdings and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company represent that is required the information supplied by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by Holdings and the Company to be included for inclusion in the F-4 Registration Statement and/or the Proxy Statement shall not not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Pensare, (ii) the time of the Pensare Stockholders’ Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or omit fail to state 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. If, at any time prior to the Effective Time, any event or circumstance relating to Holdings, the Company or any Company Subsidiary, or their respective officers or directors or otherwise supplied by Holdings or the Company for inclusion in the Proxy Statement, should be discovered by Holdings or the Company which should be set forth in an amendment or a supplement to the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Holdings and the Company shall promptly inform Pensare. All documents that Holdings or the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Business Combination Agreement (PENSARE ACQUISITION Corp)
Proxy Statement. The Company and Acquiror shall work in good faith with one another in connection with (ax) As promptly as reasonably practicable following the date drafting of this Agreement, the Purchaser Proxy Statement and (y) responding in a timely manner to comments on the Proxy Statement from the SEC. Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC SEC, mutually acceptable materials which shall include a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Acquiror in advance of the Purchaser relating Special Meeting in accordance with the Acquiror Organizational Documents, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than two (2) Business Days prior to the meeting originally scheduled date of the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”), and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC all other documents to be filed by the Purchaser with the SEC in connection with the Acquisition, the Stock Consolidation and the other transactions contemplated hereby Special Meeting (the “Other FilingsAcquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting, as required adjourned or postponed, in favor of the Acquiror Stockholder Matters. Without the prior written consent of the Company, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters and annual meeting customary matters) which Acquiror shall propose to be acted on by Acquiror’s stockholders at the 1933 Act Annual and Special Meeting, as adjourned or the U.S. Exchange Actpostponed. The Purchaser and the Company shall cooperate with each other in connection with the preparation of the F-4 Registration Statement, the Proxy Statement will comply in all material respects as to form and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior to the effective date of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements in connection with the Acquisition and to consummate the other transactions contemplated hereby.
(b) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any 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 F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or the Proxy Statement is first mailed to the Purchaser Shareholders, at the time of the Purchaser Meeting and at the Closing Time, 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply substance with the applicable requirements of the Exchange Act and the rules and regulations promulgated by thereunder. Acquiror shall (I) file the SEC and to respond promptly to any comments of definitive Proxy Statement with the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to SEC, (II) cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders its stockholders of record, as of the record date to be established by the board of directors of Acquiror in accordance with Section 8.02(c), as promptly as practicable after (but in no event less than five (5) Business Days except as otherwise required by applicable Law) following the earlier to occur of: (x) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period specified in Rule 14a-6(a) under the Exchange Act; or (y) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning (such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provideearlier date, the Purchaser “Proxy Clearance Date”) and its Representatives, advisors, accountants and attorneys, (III) promptly commence a “broker search” in accordance with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light Rule 14a-12 of the circumstances under which they were made, not misleadingExchange Act.
Appears in 1 contract
Sources: Merger Agreement (Starboard Value Acquisition Corp.)
Proxy Statement. (a) As promptly soon as reasonably commercially practicable following the date of this Agreementhereafter, the Purchaser Buyer shall prepare and file with the SEC a proxy statement to be sent to meeting the stockholders requirements of Section 14 of the Purchaser relating to Exchange Act and the meeting of related rules and regulations thereunder promulgated by the Purchaser Shareholders and a Registration Statement on Form F-4 SEC (including all amendments thereto, “F-4 Registration Statement”) in connection with the issuance of Purchaser Shares of which such proxy statement may form a part (such proxy statement, whether or not constituting a part thereof, the “Proxy Statement”) to solicit, at a duly convened meeting of the Buyer’s shareholders (“Shareholders’ Meeting”), and such shareholders’ approval of the Company shallfollowing matters, or which shall cause its Affiliates to, prepare and file with be presented as a single matter for the SEC all other documents to be filed by approval of the Purchaser with the SEC in connection with the Acquisitionshareholders (collectively, the Stock Consolidation “Voting Matters”): (i) the Bridge Conversion; (ii) the Consulting Agreement; (iii) certain amendments of the Buyer’s articles of incorporation and bylaws as are necessary to effect the other transactions contemplated hereby (including, without limitation, the amendments necessary so as to ensure that Subchapter (E) of Chapter 25 of the PBCL does not apply to the Transactions)(the “Charter Amendment”); and (iv) each of the respective transactions contemplated thereby including, without limitation, the issuance of the Warrants pursuant to the Consulting Agreement and Seller Warrants (as such term is defined in the Asset Purchase Agreement) pursuant to the Asset Purchase Agreement (collectively, the “Other FilingsTransactions”) as required by the 1933 Act or the U.S. Exchange Act). The Purchaser and the Company shall cooperate with each other in In connection with the preparation of the F-4 Registration Proxy Statement, each of Assignee, Asera and the Bridge Lenders shall promptly provide to the Buyer such information concerning the business, financial statements and affairs of Assignee, Asera or Bridge Lenders, as applicable, as may be required under applicable law, and such other information as the Buyer may reasonably request in good faith and upon the advice of counsel, for inclusion in the Proxy Statement Statement, or in any amendments or supplements thereto, and any Other Filings. Each Party shall as promptly as reasonably practicable notify cause its counsel and auditors to cooperate with the other Party Buyer’s counsel and auditors in the preparation of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other FilingProxy Statement. The Purchaser and the Company Buyer shall also use their commercially reasonable efforts to satisfy prior have the Proxy Statement cleared by the SEC as promptly as practicable after such filings, and shall cause the Proxy Statement to be mailed to its shareholders at the earliest practicable time after the Proxy Statement is cleared by the SEC. The Proxy Statement shall include the recommendation of the Board of Directors of the Buyer in favor of each of the Transactions and the conclusion of the Buyer’s Board of Directors that the terms and conditions of each of the Transactions are fair and reasonable to, and in the best interests of, the shareholders of the Buyer. Each of the Buyer, the Assignee, Asera and the Bridge Lenders, severally and not jointly, represents and warrants that the information to be supplied by or on behalf of such party for inclusion in the Proxy Statement to be sent to the effective date shareholders of the F-4 Registration Statement all applicable Securities Laws or “blue sky” notice requirements Buyer in connection with the Acquisition and to consummate the other transactions contemplated hereby.
Shareholders’ Meeting (bas defined below) The Purchaser covenants and agrees that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will shall not, at on the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with the SEC or date the Proxy Statement is first mailed to the Purchaser Shareholders, Buyer’s shareholders or at the time of the Purchaser Meeting and at the Closing TimeShareholders’ Meeting, (a) contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact or fact, (b) omit to state 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. The Company covenants and agrees that the information provided by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement not false or misleading, or (including the Company Financial Statementsc) will not contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein or necessary correct any statement in order to make such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty any earlier communication with respect to statements made the solicitation of proxies for the Shareholders’ Meeting which has become false or misleading. If at any time prior to the Shareholders’ Meeting any fact or event relating to any party is discovered by such party or occurs which should be set forth in a supplement to the F-4 Registration Statement Proxy Statement, such party shall promptly inform each other party hereto of such fact or Proxy Statement (event. The Buyer shall keep the Assignee, Asera and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each Bridge Lenders apprised of the Parties shall use commercially reasonable efforts status of matters relating to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement and the Shareholders’ Meeting, including promptly furnishing the Assignee, Asera and the Collateral Agent with copies of notices or other communications related to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, shall promptly inform the other Party thereof and shall cooperate with one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Purchaser Shareholders.
(c) The Company shall use its commercially reasonable efforts to cooperate with the Purchaser and provide, and require its Representatives, advisors, accountants and attorneys to provide, the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law to be included in the F-4 Registration Statement and/or the Proxy Statement or reasonably requested the Shareholders’ Meeting received by the Buyer from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement shall not contain any untrue statement of a material fact SEC or omit to state 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 misleadingNASD.
Appears in 1 contract
Proxy Statement. (a) As promptly as reasonably practicable following after the date execution of this AgreementAgreement and receipt of the PCAOB Audited Financials, Acquiror and the Purchaser Company shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of the Purchaser relating Acquiror with respect to the meeting of Acquiror’s stockholders (the Purchaser Shareholders and a Registration Statement on Form F-4 (including all amendments thereto, “F-4 Registration StatementAcquiror Stockholders’ Meeting”) to be held to consider approval and adoption of (i) this Agreement and the Merger, (ii) the issuance of the New Acquiror Class A Common Stock as contemplated by this Agreement, (iii) the Acquiror Certificate Amendment and (iv) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “Acquiror Proposals”). The Company shall furnish all information concerning the Company as Acquiror may reasonably request in connection with such actions and the preparation of the Proxy Statement. Acquiror and the Company each shall use their reasonable best efforts to (A) cause the Proxy Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and (B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. Prior to the filing date of the Proxy Statement, Acquiror shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of Purchaser Shares shares of which such proxy statement may form a part (such proxy statementAcquiror Common Stock, whether in each case to be issued or not constituting a part thereofissuable to the Shareholders pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, the “Company shall mail the Proxy Statement”), Statement to the Shareholders and the Acquiror will send mail the Proxy Statement to its stockholders. Each of Acquiror and the Company shall, or shall cause its Affiliates to, prepare and file with the SEC furnish all other documents to information concerning it as may reasonably be filed requested by the Purchaser with the SEC other party in connection with such actions and the Acquisitionpreparation of the Proxy Statement.
(b) No filing of, or amendment or supplement to, the Stock Consolidation Proxy Statement will be made by Acquiror or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Acquiror and the other transactions contemplated hereby (Company each will advise the “Other Filings”) as required other, promptly after they receive notice thereof, of the time when the Proxy Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the 1933 Act SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the U.S. Exchange ActSEC for additional information and responses thereto. The Purchaser Each of Acquiror and the Company shall cooperate with each other in connection with the preparation and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the F-4 Registration Statement, SEC or its staff with respect to the Proxy Statement and any Other Filings. Each Party shall as promptly as reasonably practicable notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the F-4 Registration Statement or any Other Filing. The Purchaser and the Company shall also use their commercially reasonable efforts to satisfy prior amendment to the effective date of the F-4 Registration Proxy Statement all applicable Securities Laws or “blue sky” notice requirements filed in connection with the Acquisition and to consummate the other transactions contemplated herebyresponse thereto.
(bc) The Purchaser covenants and agrees Company represents that the F-4 Registration Statement and Proxy Statement, including any pro forma financial statements included therein (and information supplied by the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at Company for inclusion in the time that the F-4 Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with current report on Form 8-K shall not, at (i) the SEC or time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Purchaser Shareholdersstockholders of Acquiror (in the case of the Proxy Statement), at (ii) the time of the Purchaser Acquiror Stockholders’ Meeting (in the case of the Proxy Statement), and at (iii) the Closing TimeEffective Time (in the case of the Proxy Statement), contain any untrue statement of a material fact or omit fail to state 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. The Company covenants and agrees that If, at any time prior to the information provided Effective Time, any event or circumstance relating to the Company, or its officers or directors, should be discovered by the Company to the Purchaser for inclusion in the F-4 Registration Statement and Proxy Statement (including the Company Financial Statements) will 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 such information not misleading. Notwithstanding the foregoing, the Purchaser makes no covenant, representation or warranty with respect to statements made in the F-4 Registration Statement or Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by the Company specifically for inclusion therein. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement and Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Each of the Parties shall use commercially reasonable efforts to cause the F-4 Registration Statement to be declared effective as soon as possible and the Proxy Statement to be mailed to Purchaser Shareholders as promptly as practicable after the SEC declares the F-4 Registration Statement to be effective. Each Party shall promptly furnish to the other Party all information concerning such Party, 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 8.10. If any event relating to the Purchaser or the Company occurs, or if the Purchaser or the Company becomes aware of any information, that which should be disclosed set forth in an amendment or a supplement to the F-4 Registration Statement and/or Proxy Statement, then the Purchaser or the Company, as applicable, Company shall promptly inform Acquiror. All documents that the other Party thereof and shall cooperate with one another in Company is responsible for filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement connection with the Transactions will comply as to form and substance in all material respects with the Purchaser Shareholdersapplicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(cd) The Following the final determination of the Estimated Cash Consideration in accordance with Section 3.06(a), Acquiror and the Company shall use its commercially reasonable efforts to cooperate with mutually agree on the Purchaser form and providesubstance of a press release setting forth the Merger Consideration as of the anticipated Closing Date (the “Preliminary Merger Consideration Announcement”), and require its Representatives, advisors, accountants and attorneys to provide, which the Purchaser and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding the Company that is required by Applicable Law parties shall cause to be included in publicly disclosed (and which Acquiror shall file on Form 8-K) no later than four (4) Business Days prior to the F-4 Registration Statement and/or the Proxy Statement or reasonably requested from the Purchaser to be included in the F-4 Registration Statement and/or the Proxy Statement. The information provided by the Company to be included in the F-4 Registration Statement and/or the Proxy Statement 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 made therein, in light of the circumstances under which they were made, not misleadingAcquiror Stockholders’ Meeting.
Appears in 1 contract
Sources: Business Combination Agreement (Fintech Ecosystem Development Corp.)