Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\), Agreement and Plan of Merger (Primoris Services Corp)
Proxy Statement. The Company shall promptly after Seller will, as soon as practicable following the date of this Agreement Execution Date (but and in any event no later than 10 business days event, within eight (8) Business Days following the date of this Agreement) Execution Date), prepare and file with the SEC a proxy statement the Proxy Statement in preliminary form relating to connection with the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”)in preliminary form. The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company Seller shall cause the Proxy Statement to (i) comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, promulgated by the SEC and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company Seller will use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and will give Purchaser and its counsel reasonable opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Proxy Statement prior to the filing thereof with the SEC or dissemination to the stockholders and Seller shall consult give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel. Seller will (i) notify Purchaser promptly (and in any event, within twenty-four (24) hours) of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will promptly supply Purchaser with Parent copies of all correspondence between Seller or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement (including copies of all comments from the SEC), (ii) provide Parent Purchaser and its counsel with a reasonable opportunity to review and comment on any proposed correspondence between it or any of its Representatives and on the Proxy Statement one hand and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the other hand with respect to the Proxy Statement and shall give reasonable and good faith consideration to any comments thereon made by Purchaser or its counsel and (iii) promptly provide Purchaser with final copies of any correspondence sent by it or any of its Representatives to the SEC or its staff with respect to the Proxy Statement, and of any amendments or supplements thereto) and any other documents related to the Stockholders Meeting Proxy Statement. If at any time prior to filing such documents with receipt of the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company Stockholder Approval there shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If occur any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then the Company shall including correcting any information that has become false or misleading in any material respect, Seller will promptly inform Parent thereof prepare and shall promptly file deliver to its stockholders such an amendment or supplement with supplement. Seller shall (i) commence mailing the Proxy Statement to Seller’s stockholders as promptly as practicable within three (3) Business Days of being informed by the SEC and, if appropriate, mail such amendment staff that it does not plan to provide comments or supplement to it has no further comments on the stockholders of the Company. The Company, commencing upon the submission to the SEC preliminary form of the Proxy Statement Statement, and (ii) take all necessary action, including establishing a record date and completing a broker search pursuant to Section 14a-13 of the Exchange Act in accordance with Section 6.8, to permit the first sentence foregoing. Subject to the terms and conditions of this Agreement, including Section 7.36.6, the Proxy Statement will include the Board Recommendation and the Board consents to such inclusion. The Proxy Statement shall on a weekly basis run a broker search for a deemed record date include the notice of 20 business days after the date of such searchStockholders Meeting.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Atreca, Inc.), Asset Purchase Agreement (Atreca, Inc.)
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement, subject to the terms of this Section 7.01, Adara (with the assistance and cooperation of the Company as reasonably requested by Adaxx) xhall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment as amended or supplement theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of Adara relating to the meeting of Adara’s stockholders (including any adjournment or postponement thereof, the “Adara Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Transactions, including the Merger, (ii) approval of the issuance of Adara Class A and Class E Common Stock as contemplated by this Agreement, (iii) approval of the Second Amended and Restated Adara Certificate of Incorporation as set forth on Exhibit F, (iv) approval of the Parent Equity Incentive Plan, and (v) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “Adara Proposals”). Adara shall promptly prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “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 Adara Class A Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and (B) held by the stockholders of Adara immediately prior to the Effective Time. The Company shall promptly notify Parent furnish all information concerning the Company as Adara may reasonably request in connection with such actions and the preparation of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information Registration Statement. Adara and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company each shall use its their reasonable best efforts to promptly provide responses to (i) cause the Registration Statement when filed with the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the all legal requirements applicable provisions of the Exchange Act and the rules and regulations thereunderthereto, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of respond as promptly as reasonably practicable to and resolve all comments received from the financial analysis conducted by such financial advisor in accordance with applicable Law; and SEC concerning the Registration Statement, (iii) disclosure cause the Registration Statement 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 contemplated hereby. Prior to the effective date of the compensationRegistration Statement, if anyAdara shall use reasonable best efforts to take any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Adara Class A Common Stock, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company in each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required case to be stated therein issued or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement issuable to the stockholders of the CompanyCompany pursuant to this Agreement. The Company, commencing upon the submission to the SEC As promptly as practicable after finalization of the Proxy Statement, Adara shall mail the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchto its stockholders.
Appears in 2 contracts
Samples: Business Combination Agreement (Walker Jeffrey Clinton), Business Combination Agreement (Ogilvie Bruce a Jr)
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days a) As soon as reasonably practicable following the date of this AgreementClosing, Buyer shall prepare (with Sellers’ reasonable cooperation) prepare and file with the SEC a proxy statement in preliminary form to be made available to the stockholders of Buyer relating to the Stockholders Buyer Stockholder Meeting (such proxy statement, including together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”)) and cause it to be furnished to the SEC and to be sent or otherwise made available to the stockholders of Buyer relating to the Buyer Stockholder Meeting in compliance with applicable Law, including the Exchange Act and the Securities Act, it being understood that Buyer shall use reasonable best efforts to file the Proxy Statement within thirty (30) days after the Closing and in any event shall file the Proxy Statement with the SEC no later than forty-five (45) days after the Closing. The Company Buyer shall promptly notify Parent of Sellers 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 Sellers with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Buyer shall use its commercially reasonable efforts to respond as soon as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to the furnishing of the Proxy Statement and of any request by the SEC for (or any amendment or supplement thereto thereto) to the SEC and making it available to the stockholders of Buyer or for additional information and shall promptly provide responding to Parent copies any comments of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company thereto, Buyer shall use its reasonable best efforts to promptly (A) provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel Sellers with a reasonable opportunity to review and comment on such document or response (including the Proxy Statement and any amendments proposed final version of such document or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoresponse) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall (B) consider in good faith all comments reasonably proposed by Parent or its legal counsel on Sellers. Buyer shall also take any other action required to be taken under the Proxy Statement (Securities Act, the Exchange Act, the Nasdaq or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed applicable Law in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement connection with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of transactions contemplated by this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchAgreement.
Appears in 2 contracts
Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.)
Proxy Statement. GSE and Parent (for itself and Merger Sub) shall cooperate in the preparation and prompt filing of a Proxy Statement with the Commission under the Exchange Act with respect to the meeting of GSE's stockholders called for the purpose of, among other things, securing stockholder approval of the merger contemplated by this Agreement. Each of GSE and Parent (for itself and Merger Sub) shall use all reasonable efforts to have the Proxy Statement cleared by the Commission. The Company Proxy Statement shall promptly after the date contain statements of GSE's board of directors that it has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the stockholders of the Company, (but ii) declared the Merger and this Agreement to be advisable and (iii) recommended unanimously that the stockholders of the Company vote in any event no later than 10 business days following favor of the date approval of the Merger and the adoption of this Agreement) prepare and file , which recommendations shall not be withdrawn, amended or modified in a manner adverse to Parent or Merger Sub (unless withdrawn, modified or changed in accordance with the SEC a proxy statement in preliminary form relating terms of Paragraph 4.2.11). Parent and its counsel shall be given an opportunity to review and comment upon the Stockholders Meeting (such proxy statement, including Proxy Statement and any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all thereto and any response to comments from the SEC Commission prior to the filing thereof with the Commission, and GSE shall consider any such comments in good faith. GSE agrees to provide to Parent and its counsel any comments which GSE or its counsel may receive from the staff of the Commission with respect to the Proxy Statement promptly after receipt thereof. Parent (for itself and of any request by the SEC for any amendment or supplement thereto or for additional information and shall Merger Sub) will promptly provide supply to Parent copies of all correspondence between the Company and/or any of its Representatives in writing, for inclusion in the Proxy Statement, all information concerning Parent and the SEC with respect Merger Sub required by law, rule or regulation to be included in the Proxy Statement. The Company Each of GSE and Parent (for itself and Merger Sub) shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred be mailed to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to GSE's stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall as promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.as practicable;
Appears in 2 contracts
Samples: Plan and Agreement (Gundle SLT Environmental Inc), Plan and Agreement of Merger (Gundle SLT Environmental Inc)
Proxy Statement. The Company shall (a) As promptly after as practicable following the date execution and delivery of this Agreement (but and the availability of the PCAOB Financial Statements, Parent shall, in any event no later than 10 business days following the date of accordance with this Agreement) Section 6.10, prepare and file with the SEC SEC, in preliminary form, a proxy statement in preliminary form relating to connection with the Stockholders Meeting transactions contemplated hereby and the Offer (such proxy statement, including any amendment as amended or supplement theretosupplemented, the “Proxy Statement”). The Company shall promptly notify ) 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 Parent relating to the 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 receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to 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 Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement will comply as to comply in all material respects form and substance with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder, and shall ensure that . As promptly as practicable following the clearance of the Proxy Statement includes: (i) by the opinion SEC, Parent shall mail the Proxy Statement to holders of Parent Common Stock and Parent Class B Stock of record, as of the financial advisor referred record date to be established by the board of directors of Parent. The Company shall furnish all information concerning it and its Affiliates to the Parent, and provide such other assistance, as may be reasonably requested in Section 6.1(c)(ii); (ii) a fair summary connection with the preparation, filing and distribution of the financial analysis conducted Proxy Statement, and the Proxy Statement shall include all information reasonably requested by such financial advisor in accordance with applicable Law; and (iii) disclosure the Company to be included therein. Without limiting the generality of the compensation, if any, paid to such financial advisor by Parentforegoing, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. shall reasonably cooperate with Parent and the Company each agree that none of the information supplied by it in connection with Parent’s preparation for inclusion in the Proxy Statement will, at of pro forma financial statements that comply with the date requirements of mailing Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to stockholders the extent such pro forma financial statements are required by Proxy Statement. Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or at any request from the time of the Stockholders Meeting, contain any untrue statement of a material fact SEC for amendments or omit supplements to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (shall 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 of the Company and Parent shall use its reasonable best efforts to review and comment on respond as promptly as reasonably practicable to any comments of from the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement respect to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Software Acquisition Group Inc.)
Proxy Statement. The (a) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in preliminary form relating connection with a meeting of the Company's stockholders to vote upon the Stockholders Meeting adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy statementor information statement in the form mailed by the Company to its stockholders, including together with any amendment and all amendments or supplement supplements thereto, is herein referred to as the “Proxy Statement”"PROXY STATEMENT"). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between will furnish the Company and/or any of with such information concerning Parent and its Representatives and the SEC with respect subsidiaries as is necessary in order to cause the Proxy Statement. The Company shall use , insofar as it relates to Parent and its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement subsidiaries, to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid . Parent agrees promptly to such financial advisor by Parent, advise the Company and if, at any of their respective Affiliates, during the three year period time prior to the date meeting of this Agreement. Parent and stockholders of the Company each agree that none of the information supplied by it for inclusion referenced herein, any Parent Information (as defined) in the Proxy Statement will, at the date of mailing is or becomes incorrect or incomplete in any material respect and to stockholders of provide the Company with the information needed to correct such inaccuracy or at omission. Parent will furnish the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to Company with such supplemental information as may be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to cause the Proxy Statement, then insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the Company shall promptly inform Parent mailing thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission Company and Parent agree to the SEC cooperate in making any preliminary filings of the Proxy Statement in accordance with the first sentence SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of this Section 7.3the Proxy Statement prior to each filing thereof, shall on a weekly basis run a broker search with reasonable time and opportunity for a deemed record date of 20 business days after such review. Parent authorizes the date of such searchCompany to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Holmes Protection Group Inc)
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days As soon as practicable following the date execution of this Agreement) , the Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC Statement with respect to the Company Stockholders Meeting in a form reasonably acceptable to Parent, and use its reasonable efforts to have a Proxy Statement and of any request cleared by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide mailed to Parent copies of all correspondence between the Company's stockholders. Parent, Merger Sub and the Company and/or any shall cooperate with each other in the preparation of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from shall contain (A) statements of the SECCompany Board that its has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Asset Purchase, are fair to and in the best interests of the unaffiliated stockholders of the Company and, the Stockholders generally, (ii) declared the Merger, the Asset Purchase and this Agreement to be advisable and (iii) recommended unanimously that the stockholders of the Company vote in favor of the approval of the Asset Purchase and the adoption of this Agreement, which recommendations shall not be withdrawn, amended or modified in a manner adverse to Parent or the Merger Sub (unless withdrawn, modified or changed in accordance with the terms of Section 4.4) and (B) the written opinions of the Company's financial advisors. The Company shall cause the Proxy Statement shall comply as to comply form and content in all material respects with the applicable provisions of the Exchange Act federal securities laws. Parent and the rules its counsel shall be given an opportunity to review and regulations thereunder, and shall ensure that comment upon the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period amendment or supplement thereto prior to the date filing thereof with the SEC, and the Company shall consider any such comments in good faith. The Company agrees to provide to Parent and its counsel any comments which the Company or its counsel may receive from the staff of this Agreementthe SEC with respect to the Proxy Statement promptly after receipt thereof. Parent and Merger Sub will promptly supply to the Company each agree that none of the information supplied by it in writing, for inclusion in the Proxy Statement, all information concerning Parent and Merger Sub required by law, rule or regulation to be included in the Proxy Statement. The Company, Parent and Merger Sub agree to promptly correct any information provided by any of them for use in the Proxy Statement willwhich shall have become false or misleading in any respect, at and the date of mailing Company further agrees to stockholders take all steps necessary to cause such Proxy Statement as so corrected to be filed with the SEC and disseminated to the Company's stockholders, in each case as and to the extent required by the applicable provisions of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleadingfederal securities laws. The Company shall consult agrees to use reasonable efforts, after consultation with Parent and provide Parent and its counsel the other parties hereto, to respond promptly to any comments made by the Commission with a reasonable opportunity respect to review and comment on the Proxy Statement and any amendments preliminary version or supplements thereto (amendment thereof, filed by it. Each of Parent and Merger Sub agree to review and comment on use reasonable efforts to promptly provide the Company with any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related information necessary to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating respond to any of such comments made by the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyCommission. The Company, commencing upon the submission Parent and Merger Sub shall use reasonable efforts to the SEC of cause the Proxy Statement in accordance with to be mailed to the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after Company's stockholders at the date of such searchearliest practicable time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Exe Technologies Inc)
Proxy Statement. The a. As promptly as practicable after the execution of this Agreement, the Company shall promptly after prepare and file with the date SEC the preliminary proxy statement to be sent to the stockholders of this Agreement the Company relating to the Company Stockholders’ Meeting (but as defined in any Section 6.02) (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), it being understood and agreed that the preliminary proxy statement shall in no event no be filed with the SEC later than 10 business days the twentieth calendar day following the date of this Agreement) prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall respond as promptly notify Parent as practicable to any comments of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. Parent shall furnish all information concerning it to the Company as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall use promptly (but in any event within one business day) notify Parent upon the receipt of any comments from the SEC or its reasonable best efforts staff or any request from the SEC or its staff for amendments or supplements to promptly the Proxy Statement and shall provide responses Parent with copies of all written correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed, except as to each of clauses “(i)” through “(iii)” subject to the right of the Company to make a Change in the Company Recommendation in accordance with Section 6.04(c) of this Agreement (and with respect to every disclosure relating thereto). After all of the comments received on from the SEC have been cleared by the SEC staff (or, if applicable, after the expiration of the applicable period for comment) and all information required to be contained in the Proxy Statement from has been included therein by the SEC. The Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to comply in all material respects with the applicable provisions be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the Exchange Act and record date established by the rules and regulations thereunder, Company Board and shall ensure furnish the information required to be provided to the stockholders of the Company pursuant to the DGCL and any other applicable Law. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, is discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the party which discovers such information shall consult with Parent promptly notify the other parties hereto and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then the Company describing such information shall promptly inform Parent thereof and shall promptly file such amendment or supplement be filed with the SEC and, if appropriateto the extent required by applicable Law, mail such amendment or supplement disseminated to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 1 contract
Proxy Statement. The Company shall promptly As soon as is practicable after the date of this Agreement hereof, the Parent and the Company shall use reasonable efforts to draft a joint proxy statement and private placement memorandum that is appropriate for the Merger and the other transactions described herein (but in any event no later than 10 business days following the date of this Agreement) prepare and "Joint Proxy Statement"). The Parent shall file with the SEC a proxy statement in preliminary form relating Securities and Exchange Commission (the "Commission") as soon as is reasonably practicable after the date hereof an appropriate version of the Joint Proxy Statement ("Parent's Proxy Statement") and use its best efforts to respond to any comments thereto and cause Parent's Proxy Statement to be mailed to holders of Parent Common Stock as promptly as practicable thereafter. In addition, as soon as practicable after the date hereof, the Company shall draft an appropriate version of the Joint Proxy Statement ("Company's Proxy Statement") and cause Company's Proxy Statement to be mailed to the Stockholders Meeting (such proxy statement, including any amendment holders of the Company's debt and equity security holders concurrently with or supplement thereto, as soon as practicable following the “mailing of the Parent's Proxy Statement”). The information provided and to be provided by each of the Company and the Parent specifically for inclusion in or incorporation by reference in the Joint Proxy Statement shall be true and correct in all material respects without omission of any material fact which is required to make such information not misleading as of the date thereof and in light of the circumstances under which given or made. The Company shall promptly notify Parent covenants that none of the receipt of all comments from information supplied, or to be supplied, by the SEC with respect to Company or its Subsidiaries specifically for inclusion or incorporation by reference in the Joint Proxy Statement and or Parent's Proxy Statement, including, without limitation, information concerning the Company, its Subsidiaries or any of any request by their respective affiliates, directors, officers, employees, agents, stockholders or representatives will, at the SEC for time of mailing of Parent's Proxy Statement or any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting's stockholders, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity If, at any time prior to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments date of the SEC Parent's stockholders' meeting, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company or its staff on Subsidiaries for inclusion in the Joint Proxy Statement or any amendments Parent's Proxy Statement, shall occur which is required to be described in an amendment of, or supplements thereto) and any other documents related a supplement to, the Joint Proxy Statement or Parent's Proxy Statement, such information shall be promptly delivered to the Stockholders Meeting prior to filing such documents with Parent, and the SEC or other applicable Governmental Authority Parent and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in prepare an amendment or supplement to the Joint Proxy Statement, . The Parent shall then the Company shall promptly inform Parent thereof prepare and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such Commission an amendment or supplement to Parent's Proxy Statement and, as required by law, disseminate to the Parent's stockholders such amendment or supplement. All documents that either the Company or any of its Subsidiaries is responsible for filing with any governmental authority will comply in all material respects with the provisions of applicable law as to the information required to be contained therein, except that no covenant is made by the Company or any of its Subsidiaries with respect to statements made therein based on information supplied by the Parent or any of its Subsidiaries or any of their respective affiliates, directors, officers, employees, agents or representatives in writing for inclusion therein. The Parent covenants that none of the information supplied, or to be supplied, by the Parent or its Subsidiaries specifically for inclusion or incorporation by reference in the Joint Proxy Statement or the Company's Proxy Statement, including, without limitation, information concerning the securities being offered as part of the Merger Consideration or the Parent, its Subsidiaries or any of their respective affiliates, directors, officers, employees, agents, stockholders or representatives will, at the time of mailing of Company's Proxy Statement or any amendment or supplement thereto to the Company's equity and debt security holders, contain any 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 were made, not misleading. If, at any time prior to the date of the Company. The Company's stockholders' meeting, commencing upon the submission any event with respect to the SEC of Parent or its Subsidiaries, including the Purchaser, or with respect to other information supplied by the Parent or its Subsidiaries for inclusion in the Joint Proxy Statement or Company's Proxy Statement, shall occur which is required to be described in accordance an amendment of, or a supplement to the Joint Proxy Statement or Company's Proxy Statement, such information shall be promptly delivered to the Company for dissemination to the Company's equity and debt security holders. All documents that either the Parent or any of its Subsidiaries is responsible for filing with any governmental authority will comply in all material respects with the first sentence provisions of this Section 7.3applicable law as to the information required to be contained therein, shall except that no covenant is made by the Parent or any of its Subsidiaries with respect to statements made therein based on a weekly basis run a broker search information supplied by the Company or any of its Subsidiaries or any of their respective affiliates, directors, officers, employees, agents or representatives in writing for a deemed record date of 20 business days after the date of such searchinclusion therein.
Appears in 1 contract
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , the Company shall prepare and file the Proxy Statement in preliminary form with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Company’s proposed preliminary Proxy Statement in advance of filing and consider in good faith any reasonable comments proposed by Parent and its counsel. Except to the extent that the Board of Directors of the Company shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 6.3, the Proxy Statement shall include the Company Board Recommendation. If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Merger pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company (with the assistance and cooperation of the Parent and Merger Subsidiary as reasonably requested by the Company) shall promptly prepare and file such Other Required Company Filing with the SEC. The Company shall (a) cause the Proxy Statement and any amendments or supplements thereto (Other Required Company Filing to comply as to form in all material respects with the applicable requirements of the 1934 Act and to review and comment on any comments the rules of the SEC or its staff on and Nasdaq and (b) cause the Proxy Statement or any amendments or supplements thereto) to be mailed to its stockholders as promptly as practicable following clearance of the Proxy Statement by the SEC. Parent and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents Merger Subsidiary shall furnish to the Company’s , and the Company shall furnish to Parent and Merger Sub, all information concerning such Party or its respective Affiliates as may be reasonably required by the other Party in connection with the preparation and filing of the Proxy Statement and Other Required Company Filings. Each of the Company, Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its stockholders, in each case as and to the extent required by Applicable Law. The Company shall consider in good faith all comments reasonably proposed by (a) as promptly as practicable after receipt thereof, provide Parent or and its legal counsel on with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with thereto) received from the SEC andor its staff, if appropriate, mail such amendment or supplement (b) provide Parent and its counsel a reasonable opportunity to the stockholders of review and comment on the Company. The Company, commencing upon the submission ’s proposed response to the SEC of the Proxy Statement such comments and (c) consider in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchgood faith any reasonable comments proposed in good faith by Parent and its counsel.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TravelCenters of America Inc. /MD/)
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days a) As soon as reasonably practicable following the date of this Agreement) , the Company shall prepare and file with the SEC a proxy statement in preliminary form relating (as amended or supplemented from time to the Stockholders Meeting (such proxy statement, including any amendment or supplement theretotime, the “Proxy Statement”)) to be sent to the holders of Common Shares relating to the meeting of the stockholders of the Company (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement, approval of the Merger and approval of any other matters to effect the transactions contemplated hereby as determined by the parties. The Company in its sole discretion may determine to include in the Proxy Statement matters for which the Company would otherwise seek approval at the Company’s annual meeting, which such matters shall promptly notify Parent be determined by the Company in its sole discretion; provided that any such matters shall not be presented in a manner adverse in any material respect to Holdco, the Company Board Recommendation or the approval, adoption, recommendation or declaration of advisability by the receipt of all comments from the SEC Company Board or any committee thereof with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement. Holdco shall cooperate with the Company in connection with the preparation of the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional shall furnish all information concerning Holdco, Merger Sub and shall promptly provide to Parent copies of all correspondence between their respective Affiliates as the Company and/or any may reasonably request in connection with the preparation of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on have the Proxy Statement from cleared by the SECSEC as promptly as reasonably practicable after such filing. The Company shall will use reasonable best efforts to cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement mailed to the stockholders of the Company. The Company, commencing upon the submission to the SEC of Company as promptly as reasonably practicable after the Proxy Statement in accordance with is cleared by the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchSEC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sciclone Pharmaceuticals Inc)
Proxy Statement. The Company shall (a) As promptly after the date of this Agreement (but in any event no later than 10 business days as reasonably practicable following the date of this Agreement) , the Company shall prepare and file with the SEC the preliminary Proxy Statement, and the Company and Parent shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting Rule 13e-3 Transaction Statement on Schedule 13E 3 (such proxy statement, including any amendment or supplement together with all supplements and amendments thereto, the “Schedule 13E-3”). Parent, Merger Sub and the Company shall cooperate with each other in the preparation of the Schedule 13E-3. The Schedule 13E-3 shall comply as to form and content in all material respects with the applicable provisions of the federal securities Laws. Each of the Company and Parent shall furnish all information concerning itself and its affiliates that is required to be included in the Schedule 13E-3 or the Proxy StatementStatement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Subject to Section 6.4(c), the Company, acting through the Company Board, shall include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the Merger and the adoption of this Agreement (the “Company Recommendation”). The Company shall promptly notify cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the receipt Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the staff of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all comments from correspondence with the SEC or its staff or any other government officials with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy StatementSchedule 13E-3. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the definitive Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents mailed to the Company’s stockholders. The Company shall consider in good faith all comments shareholders as promptly as reasonably proposed by Parent or its legal counsel practicable after the date on which the Proxy Statement (or any amendments or supplements thereto) and such other documents related to is cleared by the Stockholders Meeting. If any event relating to any of the Acquired Companies occursSEC; provided, or if the Company becomes aware of any informationhowever, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with not be required to mail the SEC and, if appropriate, mail such amendment or supplement definitive Proxy Statement to the stockholders of the Company. The Company, commencing upon the submission ’s shareholders prior to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchNo-Shop Period Start Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc)
Proxy Statement. The Company shall If and to the extent a Stockholders' Meeting is required pursuant to Section 6.6, as promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , Buyer shall prepare and a Proxy Statement file it with the SEC a proxy statement under the Exchange Act and use all reasonable efforts to have the Proxy Statement cleared by the SEC. Seller shall, and shall use reasonable efforts to cause the Company to, cooperate with Buyer in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, preparation of the “Proxy Statement”). The Company , and Buyer shall promptly notify Parent Seller of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information information, and shall promptly provide to Parent Seller promptly copies of all correspondence between the Company and/or Buyer or any representative of its Representatives Buyer and the SEC. Buyer shall give Seller and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC with respect and shall give Seller and its counsel the opportunity to review all amendments and supplements to the Proxy StatementStatement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company shall Buyer and Seller each agrees to use its reasonable best efforts efforts, after consultation with the other party, to respond promptly provide responses to the SEC with respect to all such comments received on of and requests by the SEC. As promptly as practicable after the Proxy Statement from has been cleared by the SEC. The Company , Buyer shall cause mail the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior its stockholders. Prior to the date of this Agreement. Parent and the Company each agree that none approval of the Acquisition or the Financing by Buyer's stockholders, each of Buyer and Seller shall correct promptly any information supplied provided by it for inclusion to be used specifically in the Proxy Statement will, at the date of mailing to stockholders of the Company that shall have become false or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state misleading in any material fact required respect and Buyer shall take all steps necessary to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents file with the SEC or other applicable Governmental Authority and mailing such documents to have cleared by the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or SEC any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then Statement so as to correct the Company shall promptly inform Parent thereof same and shall promptly file such amendment or supplement with to cause the SEC and, if appropriate, mail such amendment or supplement Proxy Statement as so corrected to be disseminated to the stockholders of the Company. The CompanyBuyer, commencing upon the submission in each case to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchextent required by applicable law.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date execution of this Agreement (but in any event no later than 10 business days following and receipt of the date of this Agreement) PCAOB Audited Financials, Acquiror and the Company shall prepare and file with the SEC a joint information statement/proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment as amended or supplement theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of Acquiror with respect to the meeting of Acquiror’s stockholders (the “Acquiror 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 promptly notify Parent of the receipt of furnish all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between concerning the Company and/or any of its Representatives as Acquiror may reasonably request in connection with such actions and the SEC with respect to preparation of the Proxy Statement. The Acquiror and the Company each shall use its their reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall (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 applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that SEC concerning the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior Statement. Prior to the filing date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then Acquiror shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Acquiror Common Stock, in each case to be issued or issuable to the Shareholders pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with mail the SEC and, if appropriate, mail such amendment or supplement Proxy Statement to the stockholders Shareholders and the Acquiror will send mail the Proxy Statement to its stockholders. Each of Acquiror and the Company. The Company, commencing upon Company shall furnish all information concerning it as may reasonably be requested by the submission to other party in connection with such actions and the SEC preparation of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchStatement.
Appears in 1 contract
Samples: Business Combination Agreement (Fintech Ecosystem Development Corp.)
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following Agreement, the date of this Agreement) Company shall prepare the preliminary Proxy Statement and, after consultation with and review by Merger Sub, file the preliminary Proxy Statement with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy StatementSEC. The Company shall use its reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with and review by Merger Sub, to respond promptly provide responses to any comments made by the SEC with respect to all comments received on the Proxy Statement; and (ii) promptly upon the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement from and (y) the SECconclusion of any SEC review of the preliminary Proxy Statement, cause a definitive Proxy Statement to be mailed to the Company's stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be mailed by the Company without consultation and review by Parent or Merger Sub. The Company shall cause will promptly notify Parent and Merger Sub of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the preliminary Proxy Statement or definitive Proxy Statement or for additional information, and will promptly supply Parent and Merger Sub with copies of all written correspondence between the Company or Company Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to comply in all material respects with the applicable provisions preliminary Proxy Statement, the definitive Proxy Statement, the Merger or any of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted other transactions contemplated by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and Merger Sub will cooperate with the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents connection with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any preparation of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then including, but not limited to, furnishing to the Company any and all information regarding Parent and Merger Sub and their respective affiliates as may be required to be disclosed therein. The Proxy Statement shall promptly inform Parent thereof and shall promptly file such amendment or supplement with contain the SEC and, if appropriate, mail such amendment or supplement to the stockholders recommendation of the Board of Directors that the Company. The Company's stockholders approve this Agreement and the transactions contemplated hereby, commencing upon provided that the submission to the SEC Board of Directors may withdraw, modify or change its recommendation of the Proxy Statement Merger and this Agreement if it does so in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search5.2(b) hereof.
Appears in 1 contract
Proxy Statement. The Company shall promptly after If approval of the date of this Agreement (but in any event no later than 10 business days Company’s stockholders is required by Delaware Law following the date Appointment Time in order to consummate the Merger other than pursuant to Section 253 of this Agreement) the Delaware Law, as soon as practicable following the Appointment Time, Parent, Merger Sub and Company will prepare and file with the SEC a proxy statement for use in preliminary form relating to connection with the Stockholders solicitation of proxies from the Company’s stockholders in connection with the Merger and the Stockholders’ Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). Parent and Merger Sub, respectively, shall each promptly furnish the Company, in writing, all information concerning Parent and Merger Sub that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Proxy Statement. As soon as practicable following the Appointment Time, the Company shall file a preliminary Proxy Statement with the SEC. The Company shall advise Parent, promptly notify after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith and shall provide Parent of and its counsel all written comments or requests for information that the receipt of all comments Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement and of promptly after receipt thereof. The Company shall respond to any request by such comments or requests from the SEC for any regarding the Proxy Statement. No filing of, or amendment or supplement thereto to, or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to participate in the formulation thereof and to review and comment thereon. As promptly as practicable after the all comments and requests by the SEC have been resolved, in the reasonable judgment of the Company (or, in the event that the SEC has informed the Company that will not review the preliminary Proxy Statement. The , then as promptly as practicable following the tenth (10th) day following the filing of the preliminary Proxy Statement), the Company shall use file a definitive Proxy Statement with the SEC and disseminate the definitive Proxy Statement to its reasonable best efforts to promptly provide responses stockholders. If at any time prior to the SEC with respect Stockholders’ Meeting, any information relating to all comments received on the Parent, Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by Parent, Merger Sub or the Company (including any correction to any of the information provided by them for use in the Proxy Statement) which should be set forth in an amendment or supplement to the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure so that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and would not include any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company , the party which discovers such information shall consult with Parent promptly notify the other party or parties hereto, as the case may be, and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then the Company Statement describing such information shall be promptly inform Parent thereof prepared and shall promptly file such amendment or supplement filed with the SEC and, if appropriate, mail such amendment or supplement and disseminated to the stockholders of Company’s stockholders, in each case as and to the Companyextent required by applicable law. The Company, commencing upon the submission to the SEC of Company shall cause the Proxy Statement to comply as to form and substance in accordance all material respects with the first sentence applicable requirements of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date the Exchange Act or the rules or regulations of 20 business days after the date of such searchany other governmental or self-regulatory entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bio Lok International Inc)
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following Agreement, the date of this Agreement) Company shall prepare and file with the SEC SEC, use its reasonable best efforts to have cleared by the SEC, and promptly thereafter mail to its stockholders, a proxy statement in preliminary form relating soliciting votes for the approval and adoption of this Agreement and the Merger at a special meeting of stockholders of the Company to the Stockholders Meeting be held for such purpose (such proxy statement, including as amended or supplemented, is referred to herein as the "PROXY STATEMENT" and such meeting is referred to herein as the "COMPANY STOCKHOLDERS MEETING"). The parties agree to cooperate with each other in the preparation of the Proxy Statement and other proxy solicitation materials of the Company. Parent and its counsel shall be given reasonable opportunity to review and comment on the draft Proxy Statement each time before it is filed with the SEC. The Proxy Statement shall contain the recommendation of the Board of Directors that the Company's stockholders approve and adopt this Agreement, subject to any withdrawal, modification or amendment or supplement thereto, the “Proxy Statement”)thereof made in accordance with this Agreement. The Company shall promptly notify provide Parent of and its counsel in writing with any written comments (and orally, any oral comments) the receipt of all comments Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement and promptly after receipt of any request by the SEC for any amendment or supplement thereto or for additional information those comments and shall promptly provide consult with Parent and its counsel prior to Parent copies of all correspondence between the Company and/or responding to such comments and shall give due regard to any of its Representatives and the SEC with respect to the Proxy Statementcomments made by such Persons. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on agrees that the Proxy Statement from will, when filed by the Company with the SEC. The Company shall cause the Proxy Statement to , comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunderthereunder and, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to on the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing is first mailed to stockholders of the Company or and at the time of the Company Stockholders Meeting, the Proxy Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence shall not apply to any information contained in the Proxy Statement which has been supplied by or on behalf of Parent or Purchaser for inclusion therein and Parent agrees that it will provide as promptly as reasonably practicable any information with respect to itself and its Subsidiaries which is required to be included in the Proxy Statement and that such information shall not, on the date the Proxy Statement is first mailed to stockholders of the Company and at the time of the Company 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 therein, in the light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Butler Manufacturing Co)
Proxy Statement. The Company shall promptly after agrees at the date 2019 annual meeting of this Agreement the stockholders of the Company (but the “Stockholder Meeting”) to include in any event no later than 10 business days following the date of this Agreement) prepare its proxy statement prepared and file filed with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”) a proposal to approve the issuance of shares of Common Stock to the Investor Parties in connection with any future conversion or redemption of the Preferred Stock into Common Stock, including after giving effect to the conversion of shares of Series B Preferred Stock 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 effectiveness of Section 6(c) of the Series A Preferred Certificate of Designation (the “Stockholder Approval”). Subject to the directors’ fiduciary duties, the Proxy Statement shall include the Board’s recommendation that the stockholders vote in favor of the Stockholder Approval. The Company shall promptly notify Parent use commercially reasonable efforts to solicit from the stockholders proxies in favor of the receipt 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 of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives Statement, and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior be mailed to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, Company’s stockholders at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleadingearliest reasonably practicable date. The Company shall consult 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 Parent copies of all correspondence between the Company, on the one hand, and provide Parent the SEC and its counsel staff, on the other hand, relating to 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 with respect thereto, the Company shall provide the Investor Parties with a reasonable opportunity to review and comment on the Proxy Statement and any amendments such document or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchresponse.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following Agreement, the date of this Agreement) Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including together with any amendment amendments thereof or supplement supplements thereto, the “Proxy Statement”) and, after consultation with, and approval by, Parent (which shall not be unreasonably withheld or delayed), file the preliminary Proxy Statement with the SEC. The Company shall promptly notify Parent of use reasonable best efforts to (i) obtain and furnish the receipt of all comments from the SEC with respect information required to the Proxy Statement and of any request be included by the SEC for in the Proxy Statement, and respond, after consultation with Parent, promptly to any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and comments made by the SEC with respect to the Proxy Statement; and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (B) the conclusion of any SEC review of the preliminary Proxy Statement, cause the definitive Proxy Statement to be mailed to the Company’s shareholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by the Company without affording Parent a reasonable opportunity for consultation and review, and the Company shall consider in good faith any comments on such materials reasonably proposed by Parent. The Company shall use its reasonable best efforts to will promptly provide responses notify Parent of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the preliminary Proxy Statement or definitive Proxy Statement or for additional information, and will promptly supply Parent with copies of all written correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to all comments received on the preliminary Proxy Statement from Statement, the SEC. The Company shall cause definitive Proxy Statement, the Proxy Statement to comply in all material respects with the applicable provisions Mergers or any of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted other transactions contemplated by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing Prior to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit responding to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or members of its staff on staff, the Proxy Statement or any amendments or supplements thereto) Company shall provide Parent with a reasonable opportunity to consult and any other documents related to review such response and the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all any comments on such response reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) Parent. Parent, Merger Sub I and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if Merger Sub II will cooperate with the Company becomes aware in connection with the preparation of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then including promptly furnishing to the Company any and all information regarding Parent, Merger Sub I and Merger Sub II and their respective affiliates as may be required to be disclosed therein. The Proxy Statement shall promptly inform Parent thereof and shall promptly file such amendment or supplement with contain the SEC andCompany Recommendation, if appropriate, mail such amendment or supplement except to the stockholders of extent that the Company. The CompanyCompany Board shall have effected an Adverse Recommendation Change, commencing upon the submission to the SEC of the Proxy Statement as permitted by and determined in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search5.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (QTS Realty Trust, Inc.)
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , Parent, Merger Sub and the Company shall jointly prepare and the Company shall file with the SEC a the proxy statement in preliminary form of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting Meeting") to be 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. (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”"NASD"). The Parent, Merger Sub or the Company, as the case may be, shall furnish all information concerning Parent, Merger Sub or the Company shall promptly notify Parent as the other party may reasonably request in connection with such actions and the preparation of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide other filings required to Parent copies of all correspondence between the Company and/or any of its Representatives be made in connection within this Agreement and the SEC with respect to transactions contemplated hereby (collectively, the Proxy Statement"Other Filings"). The Company shall use its reasonable best efforts to As promptly provide responses to the SEC with respect to all comments received on as practicable the Proxy Statement from will be mailed to the SECstockholders of the Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and of 1933, as amended (the "Securities Act"), (iii) the rules and regulations thereunder, of the NASD and shall ensure that the (iv) Delaware Corporate Law. The Proxy Statement includes: (i) shall include the opinion recommendation of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary Board of Directors of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time that such stockholders vote in favor of the Stockholders Meetingadoption of this Agreement and the Merger; provided, contain 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 the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult comply with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents duties to the Company’s stockholders's shareholders under applicable Law. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any will include a copy of the Acquired Companies occurs, or if the Company becomes aware written opinion of any information, that should be disclosed in an Deutsche Banc Alex. Browx. No amendment or supplement to the Proxy StatementStatement will be made without the approval of each of Parent, then Merger Sub and the Company Company, which approval shall promptly inform Parent thereof and shall promptly file such amendment not be unreasonably withheld or supplement with the SEC anddelayed, if appropriate, mail unless such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with is required to be made by the first sentence Company under applicable Laws. Each of this Section 7.3Parent, shall on a weekly basis run a broker search for a deemed record date of 20 business days Merger Sub and the Company will advise the other, promptly after the date of such search.it receives notice
Appears in 1 contract
Samples: Agreement and Plan of Merger (Waxman Industries Inc)
Proxy Statement. The Company shall As promptly after the date of this Agreement (but in any event no later than 10 business days as practicable following the date of this Agreement) , and in any event not later than 45 days from the date of this Agreement, Seller shall prepare and file with the SEC (i) a proxy statement and any necessary amendments and supplements thereto in preliminary form relating connection with Seller Stockholder Approval and (ii) a consent solicitation statement and any necessary amendments and supplements thereto with respect to the Stockholders Meeting Trust Preferred Securities Consent Solicitation (such proxy statement, including any amendment or supplement theretocollectively, the “Proxy StatementStatements”). The Company ) in accordance with the Securities Act and the Exchange Act and shall promptly notify Parent use all reasonable efforts to have the Proxy Statements cleared by the SEC; provided, however, that prior to filing, Seller shall deliver a copy of the receipt proposed Proxy Statements to Buyer and provide Buyer with a reasonable time period in which to review and comment upon such filings, it being agreed that Seller will not make any such filings without the prior consent of all comments from the SEC with respect Buyer, such consent not to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and be unreasonably withheld. Seller shall promptly provide to Parent Buyer copies of all correspondence between the Company and/or any of its Representatives and written comments received from the SEC with respect to the Proxy Statement. The Company and shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all advise Buyer of any oral comments received on the Proxy Statement from the SEC. The Company Buyer shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and entitled to review and comment on any comments of the SEC or its staff on the Proxy Statement or any proposed amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy StatementStatements. As promptly as practicable after the Proxy Statements have been cleared by the SEC, then Seller shall mail the Company Proxy Statements to its stockholders and the holders of the Trust Preferred Securities, as applicable, as of the record date for Seller’s Stockholder Meeting. Subject to the ability of the Board of Directors of Seller to effect a Change in Board Recommendation pursuant to Section 5.10(d), the proxy statement with respect to the Seller’s Stockholders Meeting shall promptly inform Parent thereof and shall promptly file such amendment or supplement with include the SEC and, if appropriate, mail such amendment or supplement to recommendation of Seller’s Board of Directors that the stockholders of the Company. The Company, commencing upon the submission to the SEC Seller vote in favor of the Proxy Statement in accordance with the first sentence of transactions contemplated by this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchAgreement.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Standard Management Corp)
Proxy Statement. The Company shall As promptly as reasonably practicable after the date of this Agreement (but in any event no later than 10 business days following Agreement, the date of this Agreement) Company shall prepare and file with the SEC a proxy statement preliminary Proxy Statement with the SEC under the Exchange Act and each of the Company and Acquiror shall, or shall cause their respective affiliates to, prepare and, after consultation with each other, file with the SEC all other filings that are required to be filed by such party in preliminary form relating to connection with the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”)transactions contemplated hereby. The Company shall promptly use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC. The parties hereto shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent Acquiror of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent Acquiror copies of all correspondence between the Company and/or or any representative of its Representatives the Company and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company Proxy Statement, and any supplement or amendment thereto, shall cause the Proxy Statement to comply in all material respects with the all applicable provisions requirements of the Exchange Act Law. The Company shall give Acquiror and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: its counsel (i) the opinion of opportunity to review the financial advisor referred Proxy Statement prior to in Section 6.1(c)(ii); its being filed with the SEC, (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and reasonably comment on such documents or responses (including giving good faith consideration to all such comments). Each of the Company and Acquiror shall use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and any all required amendments or and supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related be mailed to the Stockholders Meeting prior holders of Company Common Stock entitled to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if vote at the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchShareholder Meeting as soon as reasonably practicable.
Appears in 1 contract
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC SEC, with the assistance of and subject to prior consultation with Parent, as promptly as reasonably practicable after the date hereof, a proxy statement in preliminary form Proxy Statement (the “Preliminary Proxy Statement”) relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request Merger as required by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to prior consultation with Parent, respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, shall ensure that cause the Proxy Statement includes: to be mailed to the Company’s shareholders at the earliest reasonably practicable date and shall use its reasonable best efforts (isubject to Section 5.02) to obtain the opinion necessary approval of this Agreement by its shareholders. If, at any time prior to the financial advisor referred Special Meeting, any information relating to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensationCompany, if any, paid to such financial advisor by Parent, the Company and Merger Sub, any of their respective Affiliates, during this Agreement or the three year period prior transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the date of this Agreement. Parent and the Company each agree Proxy Statement, so that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the party that discovers such information shall consult with Parent promptly notify the other party, and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement describing such information shall be filed with the SEC, and to the Proxy Statementextent required by applicable Law, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders shareholders of the Company. The CompanyExcept as Section 5.02 expressly permits, commencing upon the submission to the SEC of the Proxy Statement in accordance with shall include the first sentence recommendation of the Board of Directors of the Company that the shareholders approve this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchAgreement.
Appears in 1 contract
Samples: Security Agreement (Ats Medical Inc)
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days a) As soon as 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) prepare , the Plan of Merger and file with the SEC a proxy statement in preliminary form relating to Transactions by the Stockholders Meeting shareholders of the Company (such proxy statement, including any amendment as amended or supplement theretosupplemented, being referred to herein as the “Proxy Statement”). The Company shall promptly notify Parent Concurrently with the preparation of the receipt 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 the Schedule 13E-3 and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties to) use its reasonable best efforts to respond promptly to any comments from of the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties to) furnish all information concerning such party to the other parties as may be reasonably required 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 request by 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 amendment or supplement thereto or for additional information event within 24 hours of receipt thereof) notify Parent and Merger Sub and shall promptly provide to Parent with copies of all correspondence between the Company and/or any of and its Representatives representatives, on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy StatementStatement and the Schedule 13E-3. The Company shall use its reasonable best efforts Prior to promptly provide responses 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 to all comments received on thereto, the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion shall provide Parent and Merger Sub with a reasonable period of the financial advisor referred time to in Section 6.1(c)(ii); review and comment on such document or response and (ii) a fair summary of shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. If at any time prior to the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of Shareholders’ Meeting, any information relating to the compensationCompany, if any, paid to such financial advisor by Parent, the Company and Merger Sub or any of their respective Affiliates, during officers or directors, is discovered by the three year period prior Company, Parent or Merger Sub that should be set forth in an amendment or supplement to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at and/or the date of mailing to stockholders of Schedule 13E-3 so that the Company or at Proxy Statement and/or the time of the Stockholders Meeting, 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 were are made, not misleading. The , the party that discovers such information shall promptly notify the other parties hereto and the Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in file an appropriate amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file describing such amendment or supplement information with the SEC and, if appropriate, mail such amendment or supplement to the stockholders extent required by applicable Law, disseminate to the shareholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 1 contract
Samples: Agreement and Plan of Merger (iKang Healthcare Group, Inc.)
Proxy Statement. The Company and Newco shall promptly furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement. The Company shall, as soon as practicable after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) hereof, prepare and file (after providing Newco with a reasonable opportunity to review and comment thereon) the Proxy Statement (including the Schedule 13E-3) with the SEC and shall use its reasonable efforts to respond to any comments of the SEC (after providing Newco with a proxy statement in preliminary form relating reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Stockholders Meeting Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff of the SEC; provided, however, that in no event shall the Company file the preliminary Proxy Statement with the SEC any later than the date 45 days after the date hereof (such proxy statement, including any amendment or supplement thereto, unless Newco shall have failed to cooperate with the “Proxy Statement”preparation thereof as contemplated by this Section 5.10). The Company shall notify Newco promptly notify Parent of the receipt of all any comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment amendments or supplement thereto supplements to the Proxy Statement or for additional information and shall promptly provide to Parent supply Newco with copies of all correspondence between the Company and/or or any of its Representatives representatives, on the one hand, and the SEC SEC, on the other hand, with respect to the Proxy StatementStatement or the Transactions. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that thereunder applicable to the Proxy Statement includes: and the solicitation of proxies for the Stockholder Meeting (i) including any requirement to amend or supplement the opinion Proxy Statement). Newco shall cooperate with the Company in the preparation of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary Proxy Statement, and without limiting the generality of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parentforegoing, the Company and Newco shall promptly furnish to the other such information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any of their respective Affiliates, during the three year period change in such information. If at any time prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company Stockholder Meeting there shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If occur any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof prepare and shall promptly file mail to its stockholders such an amendment or supplement with the SEC andsupplement; provided, if appropriatehowever, mail that no such amendment or supplement to the stockholders Proxy Statement will be made by the Company without providing Newco the reasonable opportunity to review and comment thereon and without the approval of Newco, which approval shall not be unreasonably withheld. To the extent practicable, the Company and its counsel shall (and the Company shall cause the Special Committee and its counsel to) permit Newco and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions; provided, however, that in the event that such participation by Newco is not practicable, the Company (or the Special Committee) shall promptly inform Newco of the Company. The Company, commencing upon content of all such communications and the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchparticipants involved therein.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date execution of this Agreement (but in any event no later than 10 business days following and Future Health’s receipt of the date Audited Financial Statements and Reviewed Financial Statements, subject to the terms of this AgreementSection 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 in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment as amended or supplement theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of Future Health relating to the meeting of Future Health’s stockholders (including any adjournment or postponement thereof, the “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”). The Company If determined by the parties appropriate, Future Health may prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall promptly notify Parent be included as a prospectus, in connection with the registration under the Securities Act of the receipt 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 comments from registration and filing fees due in connection with the SEC Registration Statement, if applicable. Seller shall furnish all information concerning Seller or the Company as Future Health may reasonably request in connection with respect to such actions and the preparation of the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information Registration Statement, if applicable. Future Health and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company Seller each shall use its their reasonable best efforts to promptly provide responses to (i) cause the SEC with respect to all comments received on Registration Statement or the Proxy Statement from when filed with the SEC. The Company shall cause the Proxy Statement SEC to comply in all material respects with the all legal requirements applicable provisions of the Exchange Act and the rules and regulations thereunderthereto, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; respond as promptly as reasonably practicable to and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any resolve all comments of received from the SEC or its staff on concerning the Proxy Registration Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then (iii) if applicable, cause the Company 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 promptly inform Parent thereof and shall promptly file such amendment use commercially reasonable efforts to take any action required under any applicable federal or supplement state securities laws in connection with the SEC andissuance of shares of Future Health Common Stock, if appropriate, mail such amendment in each case to be issued or supplement issuable to the stockholders Seller pursuant to this Agreement. As promptly as practicable after finalization of the CompanyProxy Statement, Future Health shall mail the Proxy Statement to its stockholders. The Company, commencing upon As promptly as practicable following the submission to the SEC clearance of the Proxy Statement in accordance with by the first sentence of this Section 7.3SEC, Future Health shall on a weekly basis run a broker search for a deemed record date of 20 business days after mail the date of such searchProxy Statement to its stockholders.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Reorganization (Future Health ESG Corp.)
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days a) As soon as practicable following the date of this Agreement) , the Company shall prepare and no later than the tenth (10th) Business Day following the public announcement of the execution and delivery of this Agreement, the Company shall file with the SEC a proxy statement the Proxy Statement for use in preliminary form relating to connection with the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, solicitation of proxies from shareholders of the “Proxy Statement”)Company in connection with the Merger and the Company Shareholders’ Meeting. The Company and Parent, as the case may be, shall promptly notify furnish all information concerning the Company or Parent of as the receipt of all comments from other party hereto may reasonably request in connection with the preparation and filing with the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Subject to all applicable Laws, the Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects be disseminated to shareholders of the Company as promptly as practicable following the filing thereof with the applicable provisions of SEC. Notwithstanding anything to the Exchange Act and contrary set forth in this Agreement, the rules and regulations thereunderCompany shall file with the SEC the definitive Proxy Statement, and shall ensure cause the mailing of the definitive Proxy Statement to the shareholders of the Company, on or prior to the second (2nd) Business Day immediately following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon, including in such filings, amendments, supplements and correspondence all comments reasonably proposed by Parent and receiving the approval of Parent (which approval shall not be unreasonably withheld or delayed). The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith, and shall provide Parent with copies of all correspondence between the Company or any of its advisors or 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 or other filing with the SEC. If the Company or its outside legal counsel intends to initiate a telephone conference or meet with the SEC and its staff related to the Proxy Statement, this Agreement or the Merger, the Company shall so inform the Parent and solicit input on the items planned to be discussed during such telephone conference or meeting. If at any time prior to the Company Shareholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain does not include any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company , the party which discovers such information shall consult with Parent promptly notify the other party or parties hereto, as the case may be, and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then the Company Statement describing such information shall be promptly inform Parent thereof prepared and shall promptly file such amendment or supplement filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders extent required by applicable Law, disseminated to the shareholders of the Company. The Company, commencing upon the submission to the SEC of Company shall cause the Proxy Statement to comply as to form and substance in accordance all material respects with the first sentence applicable requirements of this Section 7.3the Exchange Act, shall on a weekly basis run a broker search for a deemed record date California Law and the rules of 20 business days after the date of such searchNasdaq.
Appears in 1 contract
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC SEC, with the assistance of and subject to prior consultation with Parent, as promptly as reasonably practicable after the date hereof, a proxy statement in preliminary form Proxy Statement (the “Preliminary Proxy Statement”) relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request Merger as required by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to prior consultation with Parent, respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, shall cause the definitive Proxy Statement to be mailed to the Company Stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.02) to obtain the Requisite Stockholder Approval. The Company shall ensure that neither the Preliminary Proxy Statement includes: (i) nor the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the definitive Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were are made, not misleading. The Company Parent shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments ensure that none of the SEC or its staff on information it supplies for inclusion in the Preliminary Proxy Statement or the definitive Proxy Statement contains any amendments untrue statement of a material fact or supplements thereto) and omits to state any other documents related 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. If, at any time prior to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents Special Meeting, any information relating to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to , Parent, Merger Sub, any of their respective Affiliates, this Agreement or the Acquired Companies occurstransactions contemplated hereby (including the Merger), or if should be discovered by the Company becomes aware of any information, that or Parent which should be disclosed set forth in an amendment or supplement to the definitive Proxy Statement, then so that the definitive 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 therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and the Company shall promptly inform Parent thereof and shall promptly file such cause an appropriate amendment or supplement describing such information to be filed with the SEC andSEC, if appropriate, mail such amendment or supplement and to the stockholders extent required by applicable Law, disseminated to the Company Stockholders. The Company shall cause the definitive Proxy Statement to comply as to form in all material respects with the provisions of the Company. The Company, commencing upon Exchange Act and the submission to rules and regulations of the SEC promulgated thereunder. Except as Section 5.02 expressly permits, the definitive Proxy Statement shall include the recommendation of the Proxy Statement Company Board that the Company Stockholders adopt the agreement of merger set forth in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchAgreement.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , the Company shall prepare and file with the SEC a proxy statement in preliminary and a form relating of proxy to be sent to the Stockholders Meeting shareholders of the Company in connection with the meeting of the Company's shareholders to consider the Merger (the "Shareholders' Meeting") (such proxy statement, including together with any amendment amendments thereof or supplement supplements thereto, in each case in the “form or forms mailed to the Company's shareholders, being the "Proxy Statement”"). The Company Proxy Statement shall promptly notify Parent include the recommendation of the receipt Company's Board of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply Directors in all material respects with the applicable provisions favor of the Exchange Act Merger and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date approval of this Agreement. Parent and , unless outside legal counsel to the Company each agree advise the Company's Board of Directors that none of the directors' fiduciary duties under applicable law make such recommendation inappropriate. (b) The information supplied by it for inclusion included in the Proxy Statement willshall not, at the date of mailing the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of the Company shareholders or at the time of the Stockholders Shareholders' 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 therein, in light of the circumstances under which they were are made, not misleading. The If at any time prior to the Shareholders' Meeting, any event or circumstance relating to the Company shall consult with Parent and provide Parent and or any of its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC Subsidiaries, or its staff on the Proxy Statement or any amendments their respective officers or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed directors, is discovered by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that which should be disclosed set forth in an amendment or a supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement Acquiror. All documents that the Company is responsible for filing with the SEC and, if appropriate, mail such amendment or supplement in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the stockholders applicable requirements of the CompanyExchange Act. (c) The Company, commencing upon Acquiror will provide the submission to Company with whatever information and assistance in connection with the SEC foregoing filings that the Company reasonably may request. (d) The Acquiror agrees as the sole shareholder of the Proxy Statement Acquiror Sub to vote in accordance favor of the Merger and to take all actions that may be required to approve the Merger and to effect the transactions contemplated by this Merger Agreement on behalf of the Acquiror Sub. (e) Each of the Parties will file (and the Company 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 first sentence Federal Trade Commission and the Antitrust Division of this Section 7.3the United States Department of Justice under the HSR Act, shall on a weekly basis run a broker search for a deemed record date will use its reasonable best efforts to obtain (and the Company will cause each of 20 business days after its Subsidiaries to use 14 18 its reasonable best efforts to obtain) an early termination of the date applicable waiting period, and will make (and the Company will cause each of such search.its Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable. 6.02
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following Agreement, the date of this Agreement) Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including together with any amendment amendments thereof or supplement supplements thereto, the “Proxy Statement”) and, after consultation with, and approval by, Parent (which shall not be unreasonably withheld or delayed), file the preliminary Proxy Statement with the SEC. The Company shall promptly notify Parent of use reasonable best efforts to (i) obtain and furnish the receipt of all comments from the SEC with respect information required to the Proxy Statement and of any request be included by the SEC for in the Proxy Statement, respond, after consultation with Parent, promptly to any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and comments made by the SEC with respect to the Proxy Statement; and (ii) promptly upon the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (y) the conclusion of any SEC review of the preliminary Proxy Statement, cause the definitive Proxy Statement to be mailed to the Company’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by the Company without affording Parent a reasonable opportunity for consultation and review, and the Company shall consider in good faith any comments on such materials reasonably proposed by Parent. The Company shall use its reasonable best efforts to will promptly provide responses notify Parent of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the preliminary Proxy Statement or definitive Proxy Statement or for additional information, and will promptly supply Parent with copies of all written correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to all comments received on the preliminary Proxy Statement from Statement, the SEC. The Company shall cause definitive Proxy Statement, the Proxy Statement to comply in all material respects with the applicable provisions Mergers or any of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted other transactions contemplated by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing Prior to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit responding to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or members of its staff on staff, the Proxy Statement or any amendments or supplements thereto) Company shall provide Parent with a reasonable opportunity to consult and any other documents related to review such response and the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all any comments on such response reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) Parent. Parent, Merger Sub I and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if Merger Sub II will cooperate with the Company becomes aware in connection with the preparation of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then including furnishing to the Company any and all information regarding Parent, Merger Sub I and Merger Sub II and their respective affiliates as may be required to be disclosed therein. The Proxy Statement shall promptly inform Parent thereof and shall promptly file such amendment or supplement with contain the SEC andCompany Recommendation, if appropriate, mail such amendment or supplement except to the stockholders of extent that the Company. The CompanyCompany Board shall have effected an Adverse Recommendation Change, commencing upon the submission to the SEC of the Proxy Statement as permitted by and determined in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search5.6.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement, BLAC (with the assistance and cooperation of the Company as reasonably requested by BLAC) shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting statement/prospectus (such proxy statement, including any amendment as amended or supplement theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of BLAC for the meeting of BLAC’s stockholders (the “BLAC Stockholders’ Meeting”) to be held to consider approval and adoption of (1) this Agreement and the Business Combination, (2) the second amended and restated BLAC Certificate of Incorporation, (3) the Equity Plan, (4) the election of the Initial Post-Closing BLAC Directors to serve as the members of the BLAC Board as of immediately following the Effective Time and until their respective successors are duly elected or appointed and qualified, and (5) any other proposals the Parties deem necessary to effectuate the Business Combination (collectively, the “BLAC Proposals”). The Company shall promptly notify Parent furnish all information concerning the Company, the Company Subsidiaries and LBV and any affiliates of the receipt of all comments from the SEC with respect LBV to be acquired pursuant to the Proxy Statement and of any LBV Acquisition as BLAC may reasonably request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives in connection with such actions and the SEC with respect to preparation of the Proxy Statement. The BLAC and the Company each shall use its their reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall (i) cause the Proxy Statement when filed with the SEC to comply in all material respects with the all legal requirements applicable provisions of the Exchange Act and the rules and regulations thereunderthereto, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; respond as promptly as reasonably practicable to and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any resolve all comments of received from the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to concerning the Proxy Statement, then (iii) to keep the Company Proxy Statement current as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of the Proxy Statement, BLAC shall promptly inform Parent thereof and shall promptly file such amendment take all or supplement any action required under any applicable federal or state securities laws in connection with the SEC andissuance of shares of BLAC Common Stock, if appropriate, mail such amendment in each case to be issued or supplement issuable to the stockholders of the CompanyCompany pursuant to this Agreement. The CompanyAs promptly as practicable after the Proxy Statement has been resolved of all comments from the SEC, commencing upon each of the submission Company and BLAC shall mail the Proxy Statement to their respective stockholders. Each of BLAC and the SEC 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 in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchStatement.
Appears in 1 contract
Samples: Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.)
Proxy Statement. The Subject to Section 5.08 hereof, after the Acceptance Date, if approval of the Company’s stockholders is required by applicable law to consummate the Merger, as promptly as reasonably practical after the Acceptance Date, the Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file cause to be filed the Proxy Statement with the SEC a proxy statement under the Exchange Act and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC promptly. The Company, Parent and Purchaser shall cooperate and consult with each other in preliminary form preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Purchaser will furnish to the Company the information relating to it required by the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, Exchange Act and the “rules and regulations promulgated thereunder to be set forth in the Proxy Statement”). The Company shall promptly notify Parent include, except to the extent provided in Section 5.08, the text of this Agreement and the recommendation of the receipt board of directors of the Company that the Company’s stockholders approve and adopt this Agreement. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other Parties, to respond promptly to all comments from of and requests by the SEC with respect to the Proxy Statement and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of any request Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable time after the Proxy Statement has been cleared by the SEC for SEC. If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement, such party shall promptly inform the others. The Each of Parent, Purchaser and the Company shall agree to correct any information provided by it for use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on in the Proxy Statement from which shall have become false or misleading. All documents that each of the SEC. The Company shall cause and Parent is responsible for filing with the Proxy Statement SEC in connection with the Merger will comply as to comply form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , the Parent and the Company shall jointly prepare and file with the SEC a single document that will constitute (i) the proxy statement in preliminary form of the Company relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting Meeting") to be held to consider approval and adoption of ---------------------------- this Agreement and the Merger, (such proxy statement, including any amendment or supplement ii) the registration statement on Forms F-4 and F-6 of the Parent (together with all amendments thereto, the “"Registration ------------ Statement"), in connection with the registration under the Securities Act of the --------- Parent ADSs (and the Parent Common Stock underlying such Parent ADSs) to be issued to the stockholders of the Company in connection with the Merger and the prospectus included in the Registration Statement (such single document, together with any amendments thereof or supplements thereto, the "Proxy ----- Statement”"). The Company shall promptly notify Parent Substantially contemporaneously with the filing of the receipt Proxy --------- Statement with the SEC, copies of all comments from the SEC with respect to the Proxy Statement shall be provided to the Nasdaq National Market. The Parent and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or each shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "Registration Statement Effective Date"), the Parent shall take ------------------------------------- all or any action required under any applicable Law in connection with the issuance of its Representatives Parent ADSs pursuant to the Merger. 39 The Parent or the Company, as the case may be, shall furnish all information concerning the Parent or the Company as the other party may reasonably request in connection with such actions and the SEC with respect to preparation of the Proxy Statement. The Company shall use its reasonable best efforts to As promptly provide responses to as practicable after the SEC with respect to all comments received on Registration Statement Effective Date, the proxy statement and prospectus included in the Proxy Statement from (collectively, the SEC"Proxy Materials") will be mailed to the stockholders of the Company. The --------------- Parent and the Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations thereunderof the Nasdaq National Market principal securities exchanges and quotation services on which the common stock, and shall ensure that the Proxy Statement includes: (iiv) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; DGCL and (iiiv) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchlaw.
Appears in 1 contract
Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Company shall promptly after prepare a proxy statement or information statement, as appropriate, of the date Company relating to the meeting of the Company's stockholders (the "Company Stockholders Meeting") to be held to consider adoption of this Agreement (but in together with any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement amendments thereto, the “"Proxy Statement”"). Such meeting may be a special meeting or combined with the Company's annual meeting with respect to the Company's fiscal year ended January 2, 1999. The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of any request by (i) the SEC for any amendment or supplement thereto or for additional information Exchange Act, (ii) the Securities Act, (iii) the rules and shall promptly provide to Parent regulations of NASDAQ and (iv) the DGCL. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to NASDAQ. Buyers shall furnish all correspondence between information concerning Buyers as the Company and/or any of its Representatives may reasonably request in connection with such actions and the SEC with respect to preparation of the Proxy Statement. If Buyers and the Company determine that a Registration Statement on Form S-4 in connection with the registration under the Securities Act of Surviving Corporation Common Shares (the "Registration Statement") is necessary or appropriate in connection with the transactions contemplated hereby, the Company shall prepare and file the Registration Statement, which shall include the Proxy Statement as the prospectus. The Company shall use its reasonable best efforts to promptly provide responses to have the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensationRegistration Statement, if any, paid to such financial advisor declared effective by Parentthe SEC as promptly as practicable. As promptly as practicable after the Registration Statement, the Company and any of their respective Affiliatesif any, during the three year period prior to the date of this Agreement. Parent is declared effective or, if Buyers and the Company each agree determine that none of a Registration Statement will not be filed, as promptly or practicable after the information supplied by it for inclusion date hereof, the proxy statements and prospectus, if any, included in the Proxy Statement will(collectively, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to "Proxy Materials") will be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement mailed to the stockholders of the Company. The Company; provided, commencing upon the submission to the SEC of however, that the Proxy Statement in accordance with shall not be distributed, and no amendment or supplement thereto shall be made by the first sentence Company, without the prior consent of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchBuyers and their counsel.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Three Cities Fund Ii Lp)
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , the Company shall prepare the Proxy Statement, which shall, subject to Section 5.07, include the Directors’ Recommendation, and file the Proxy Statement with the SEC a proxy statement under the Exchange Act and thereafter use all reasonable efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, preparation of the “Proxy Statement”). The , and the Company shall promptly notify Parent of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent promptly copies of all correspondence between the Company and/or or any representative of its Representatives the Company and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to comply in all material respects with the applicable provisions shareholders of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior Company. Prior to the date of this Agreement. approval of the Merger by the Company’s shareholders, each of the Company, Parent and the Company each agree that none of the Merger Subsidiary shall correct promptly any information supplied provided by it for inclusion to be used specifically in the Proxy Statement will, at the date of mailing to stockholders of that shall have become false or misleading in any material respect and the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit shall take all steps necessary to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents file with the SEC or other applicable Governmental Authority and mailing such documents to have cleared by the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or SEC any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then Statement so as to correct the Company shall promptly inform Parent thereof same and shall promptly file such amendment or supplement with to cause the SEC and, if appropriate, mail such amendment or supplement Proxy Statement as so corrected to be disseminated to the stockholders shareholders of the Company. The Company, commencing upon the submission in each case to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchextent required by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Aluminum Corp)
Proxy Statement. The Company shall promptly after If the date Seller's Stockholder Approval is required by the Rhode Island Division of this Agreement (but in any event no later than 10 business days Public Utilities and Carriers, as soon as reasonably practicable following the date of this Agreement) , Seller shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”)) in connection with obtaining the Seller's Stockholder Approval. The Company Each of Seller and Buyer shall use their respective commercially reasonable efforts to furnish the information required to be included by the SEC in the Proxy Statement. After consultation with Buyer, Seller shall respond promptly notify Parent of the receipt of all to any comments from made by the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the a definitive Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred be mailed to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to its stockholders as promptly as practicable following the date of this Agreement. Parent , and the Company each agree that none of the information supplied parties shall respond promptly to any comments with respect to any other statement or schedule filed by it for inclusion in them. No filing of, or amendment or supplement to, the Proxy Statement will, or any other statement or schedule will be made by Seller without providing Buyer a reasonable opportunity to review and comment on the portions thereof pertaining to the transactions contemplated by this Agreement. If at any time after the date the Proxy Statement is mailed to Seller's stockholders and prior to the Seller Meeting any information relating to Seller, Buyer or any of mailing their respective affiliates, officers or directors, should be discovered by Seller or Buyer which is required to stockholders of be set forth in an amendment or supplement to the Company or at Proxy Statement, so that the time of the Stockholders Meeting, contain Proxy Statement will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company , the party which discovers such information shall consult with Parent promptly notify the other parties and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then the Company describing such information shall be promptly inform Parent thereof and shall promptly file such amendment or supplement filed with the SEC and, if appropriateto the extent required by law, mail such amendment rule or supplement regulation, disseminated to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchSeller.
Appears in 1 contract
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC SEC, subject to prior notice to Parent, as promptly as reasonably practicable after the date hereof (and in any event, within fifteen (15) business days of the date hereof), a proxy statement in preliminary form Proxy Statement (the “Preliminary Proxy Statement”) relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request Merger as required by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each of Parent and Purchaser shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its staff with respect thereto, shall ensure respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.2) to obtain the necessary approval of the Merger by its stockholders. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Purchaser, any of their respective affiliates, this Agreement or the Transactions (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were 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 be prepared by the Company and filed with the SEC, and to the extent required by applicable Law, disseminated to the stockholders of the Company. The Except as Section 5.2 expressly permits, the Proxy Statement shall include the fairness opinion contemplated by Section 3.21, the notice required by Section 262 of the DGCL and the Company shall consult Board Recommendation. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Preliminary Proxy Statement or the Proxy Statement will be made by the Company without providing Parent and provide Parent and its counsel with Purchaser a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto thereon (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith give reasonable consideration to all reasonable comments reasonably proposed suggested by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchPurchaser).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patient Safety Technologies, Inc)
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following Agreement, the date of this Agreement) Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including together with any amendment amendments thereof or supplement supplements thereto, the “Proxy Statement”) and, after approval by Merger Sub (which shall not be unreasonably withheld or delayed). The Company shall promptly notify Parent of , file the receipt of all comments from the SEC with respect to the preliminary Proxy Statement and of any request by with the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy StatementSEC. The Company shall use its reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after approval by Merger Sub (which shall not be unreasonably withheld or delayed), respond promptly provide responses to any comments made by the SEC with respect to all comments received on the Proxy Statement; and (ii) promptly upon the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement from and (y) the SECconclusion of any SEC review of the preliminary Proxy Statement, cause a definitive Proxy Statement to be mailed to the Company’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be mailed by the Company without consultation and review by Parent or Merger Sub. The Company shall cause will promptly notify Parent and Merger Sub of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the preliminary Proxy Statement or definitive Proxy Statement or for additional information, and will promptly supply Parent and Merger Sub with copies of all written correspondence between the Company or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to comply in all material respects with the applicable provisions preliminary Proxy Statement, the definitive Proxy Statement, the Merger or any of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted other transactions contemplated by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and Merger Sub will cooperate with the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents connection with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any preparation of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then including, but not limited to, furnishing to the Company any and all information regarding Parent and Merger Sub and their respective Affiliates as may be required to be disclosed therein. The Proxy Statement shall promptly inform Parent thereof and shall promptly file such amendment or supplement with contain the SEC and, if appropriate, mail such amendment or supplement to the stockholders recommendation of the Board of Directors that the Company. The Company’s stockholders approve this Agreement and the transactions contemplated hereby, commencing upon provided that the submission to the SEC Board of Directors may withdraw, modify or change its recommendation of the Proxy Statement Merger and this Agreement if it does so in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search6.4 hereof.
Appears in 1 contract
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days a) As soon as practicable following the date of this Agreement) hereof, the Acquiror shall prepare and file file, or cause to be prepared and filed, with the SEC a proxy statement in preliminary form (the "PROXY STATEMENT") and other proxy solicitation materials relating to the Stockholders Stockholders' Special Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”as defined in Section 6.8 hereof). The Company and its counsel shall promptly notify Parent of the receipt of all comments from the SEC with respect be afforded an adequate opportunity to review and comment upon the Proxy Statement before it is filed with the SEC. Each of the Acquiror and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or shall furnish or cause to be furnished to the other party all information concerning itself and its Subsidiaries (including any of its Representatives audited or PRO FORMA financial information) as the other party may reasonably request in connection with such actions and the SEC with respect to preparation of the Proxy Statement. The Company Acquiror shall use take, and cause its reasonable best efforts Subsidiaries to promptly provide responses take such actions as may be required to the SEC with respect to all comments received on have the Proxy Statement from cleared by the SEC, in each case as promptly as practicable, including by responding promptly to, any SEC comments with respect thereto. The Company shall shall, and cause its Subsidiaries to, take all reasonable action that may be necessary to assist Acquiror in causing the Proxy Statement to comply in all material respects be cleared by the SEC, including consulting with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that Acquiror. As promptly as practicable after the Proxy Statement includes: (i) has been cleared by the opinion SEC, the Acquiror shall mail the Proxy Statement to its stockholders, and the Proxy Statement shall include the recommendation of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary board of directors of the financial analysis conducted by such financial advisor Acquiror that Acquiror's stockholders vote in accordance with applicable Law; favor of adoption and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date approval of this Agreement. Parent , the Acquisition, and the Company each agree that none of the information supplied by it for inclusion Stock Issuance (as defined in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoSection 6.8 hereof) and any other documents related to the Stockholders Meeting prior to filing such documents with board nominees as provided in Section 7.3(g) (the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search"BOARD NOMINEES").
Appears in 1 contract
Samples: Acquisition Agreement (Omi Corp)
Proxy Statement. The Company shall (a) As promptly after the date of this Agreement (but in any event no later than 10 business days as reasonably practicable following the date execution and delivery of this Agreement) , Parent and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by the Company), and Parent shall file with the SEC SEC, a proxy statement in preliminary form relating to the Stockholders Meeting Transactions (such proxy statement, including any amendment as amended or supplement theretosupplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of Parent relating to the Parent Stockholders’ Meeting, for the purpose of, among other things: (i) providing Parent’s stockholders with notice of the opportunity to redeem shares of Parent Class A Common Stock (the “Parent Stockholder Redemption”); and (ii) soliciting proxies from holders of Parent Class A Common Stock to vote at the Parent Stockholders’ Meeting in favor of the Parent Proposals. The Proxy Statement shall be in form and substance reasonably acceptable to the Company shall promptly notify Parent and Parent, and will comply as to form and substance with the applicable requirements of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives Exchange Act and the SEC with respect to rules and regulations thereunder. Each of Parent and the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall to: (A) cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC (including, with respect to the Company, delivery of the true and complete copies of the audited or reviewed consolidated balance sheet of W3BCLOUD Partners Limited and its subsidiaries as required thereunder, and shall ensure that the Proxy Statement includes: (i) related audited and unaudited consolidated statements of operations, cash flows and changes in equityholders’ equity of W3BCLOUD Partners Limited and its subsidiaries for the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor applicable periods, each prepared in accordance with applicable LawRegulation S-X and US GAAP and, with respect to any audited financials, audited in accordance with the auditing standards of the PCAOB and the associated audit reports and consents of the Company’s independent registered public accounting firm); and (iiiB) disclosure of promptly notify the compensationothers of, if any, paid cooperate with each other with respect to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior respond promptly to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) staff. Each of Parent and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform furnish, or cause to be furnished to, the other with all information concerning such party and its subsidiaries, Representatives and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 8.01; provided, however, that neither Parent thereof and nor the Company shall promptly file use any such amendment information for any purposes other than those contemplated by this Agreement unless: (y) such Party obtains the prior written consent of the applicable other Party to such use (which consent shall not be unreasonably withheld, conditioned or supplement with the SEC and, if appropriate, mail such amendment delayed); or supplement (z) to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date extent that use of such searchinformation is required (upon advice of counsel) to avoid violation of applicable Law.
Appears in 1 contract
Samples: Business Combination Agreement (Social Leverage Acquisition Corp I)
Proxy Statement. The Company shall (a) As promptly after the date of this Agreement as reasonably practicable (but in any event and no later than 10 business days 30 calendar days) following the date of this Agreement, the Company shall (i) prepare and file with the SEC a preliminary proxy statement in preliminary form relating (as amended or supplemented from time to the Stockholders Meeting (such proxy statement, including any amendment or supplement theretotime, the “Proxy Statement”). The Company shall promptly notify Parent ) to be sent to the stockholders of the receipt of all comments from the SEC with respect Company relating to the Proxy Statement special meeting of the Company’s stockholders (such special meeting and any adjournments or postponements thereof, the “Company Stockholders Meeting”) to be held to consider, among other matters, the adoption of any request by this Agreement and (ii) set a record date for determining the SEC for any amendment or supplement thereto or for additional information stockholders entitled to notice of and shall promptly provide to Parent copies of all correspondence between vote at the Company and/or any of its Representatives Stockholders Meeting and the SEC with respect commence a broker search pursuant to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions Section 14a-13 of the Exchange Act and in connection therewith consistent with the rules and regulations thereunder, and shall ensure that timing to hold the Proxy Statement includes: (i) the opinion Company Stockholders Meeting as described in this Section 5.2. Each of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any Parent shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement, and each of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree and Parent covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date of mailing it is filed with the SEC or first mailed to stockholders of the Company Stockholders or at the time of the Company Stockholders MeetingMeeting or at the time of any amendment or supplement 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 therein, in light of the circumstances under which they were are made, not misleading. The Company shall consult use its reasonable best efforts to respond as promptly as reasonably practicable to any (written or oral) comments of the SEC with respect to the Proxy Statement and to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company Stockholders as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC. The Company shall promptly notify Parent upon the receipt of any (written or oral) 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 shall provide Parent with a copy of all material written correspondence between the Company or any Company Representatives, on the one hand, and the SEC or its staff, on the other hand (and a summary of any oral conversations) with respect to the Proxy Statement or the Transactions. The Company shall give Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting , prior to filing such documents with the SEC or other applicable Governmental Authority and mailing disseminating such documents to the Company’s stockholders. The Company Stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall consider give due consideration, in good faith all faith, to including any comments on each such document or response that are reasonably proposed by Parent. If, at any time prior to the Company Stockholders Meeting, any information relating to the Company, Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurstheir respective Affiliates, officers or if directors should be discovered by the Company becomes aware of any information, or Parent that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then so that the Company 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 therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly inform Parent thereof notify the other Parties, and shall promptly file such an appropriate amendment or supplement describing such information shall be filed with the SEC and, if appropriateto the extent required by applicable Legal Requirements, mail disseminated to the Company Stockholders; provided, that the delivery of such notice and the filing 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 stockholders of the Company. The Company, commencing upon the submission remedies available hereunder to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchany Party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)
Proxy Statement. If the Closing occurs, the Company shall call and hold a special meeting of its stockholders no later than four months following the Closing Date (the “Meeting End Date”) to vote on proposals (collectively, the “Stockholder Proposal”) to approve the issuance of shares of Company Common Stock in connection with the conversion of the Purchased Preferred Shares into Company Common Stock, for purposes of Section 312.03 of the NYSE Listed Company Manual. The Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal, and shall not modify or withdraw such resolution. In connection with such meeting, the Company shall promptly after prepare (and the date of this Agreement (but in any event no later than 10 business days following Purchasers will reasonably cooperate with the date of this AgreementCompany to prepare) prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the SEC with respect to all comments received on the Proxy Statement from Company’s stockholders as promptly as practicable after clearance by the SEC. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company agrees that each proxy statement referred to in this Section 4.05 shall cause the Proxy Statement comply as to comply form in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder, promulgated thereunder and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied included or incorporated by it for inclusion reference in the Proxy Statement any such proxy statement will, at the date of mailing it is filed with the SEC or mailed to the stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.the
Appears in 1 contract
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but hereof, and in any event no later than 10 business days following the date of this Agreement) consultation with MoviePass, Helios shall prepare and file with the SEC a proxy statement in preliminary form relating (as amended or supplemented from time to the Stockholders Meeting (such proxy statement, including any amendment or supplement theretotime, 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 Exchange Act to be included in the Proxy Statement all in accordance with and as required by Helios’ certificate of incorporation and bylaws, applicable law and any applicable rules and regulations of the SEC and Nasdaq. In connection with the Proxy Statement, Helios will also file with the SEC all financial and other information about Helios, MoviePass and the transactions contemplated by 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 and Nasdaq (such Proxy Statement, together with any additional soliciting materials, supplements, amendments and/or exhibits thereto, the “Proxy Documents”). The Company shall promptly notify Parent of the receipt of all comments from the SEC Except with respect to the financial and other information provided by or on behalf of MoviePass for inclusion in the Proxy Documents, Helios shall ensure that, when filed, the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the other Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to Documents will comply in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder, and . Helios shall ensure that cause the Proxy Statement includes: (i) Documents to be disseminated as promptly as practicable after receiving clearance from the opinion 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 financial advisor referred SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”). Subject to any information provided for inclusion therein by MoviePass, Helios shall cause the Proxy Documents to comply in Section 6.1(c)(ii); (ii) a fair summary all material respects with the Federal Securities Laws. Helios shall provide copies of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure proposed forms of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 thereinDocuments (including, in light of the circumstances under which they were madeeach case, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (thereto) to MoviePass such that MoviePass and its Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment on thereon prior to such dissemination or filing, and Helios shall reasonably consider in good faith any comments of MoviePass and its Representatives. Helios shall respond promptly to any comments of the SEC or its staff 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. Helios shall amend or supplement the Proxy Documents and cause the Proxy Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Helios stockholders, in each case as 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 reasonably practicable after the Proxy Statement or any amendments or supplements thereto) and any other documents related has “cleared” comments from the SEC, Helios shall cause the definitive Proxy Statement to the Stockholders Meeting prior to filing such documents be filed with the SEC or other applicable Governmental Authority and mailing such documents disseminated to the Company’s Helios stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with duly call, give notice of, convene and hold the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchStockholder Meeting.
Appears in 1 contract
Samples: Securities Purchase Agreement (Helios & Matheson Analytics Inc.)
Proxy Statement. The Company shall promptly As soon as reasonably practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) prepare and file , USSC shall prepare, with the SEC full cooperation of IMNT, a proxy statement in preliminary form relating Proxy Statement for the stockholders of USSC noticing a special meeting at which USSC will ask its Common Stock Shareholders as well as its Preferred Stock Shareholders to approve this Agreement, the Agreement of Merger and the transactions contemplated hereby. IMNT and USSC each shall use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. Each of IMNT and USSC agrees to provide promptly to the Stockholders Meeting (other such proxy statementinformation concerning its business and financial statements and affairs as, including in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendment or supplement thereto, and to cause its counsel and auditors to cooperate with the “Proxy Statement”). The Company shall promptly notify Parent other's counsel and auditors in the preparation of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company USSC shall use its reasonable best efforts promptly advise IMNT, and IMNT shall promptly advise USSC, in writing, if at any time before the Effective Time either USSC or IMNT, as applicable, obtains knowledge of any fact that might make it necessary or appropriate to promptly provide responses to the SEC with respect to all comments received on amend or supplement the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Proxy Statement shall contain the unanimous recommendation of the circumstances under which they were madeboard of directors of USSC that USSC's stockholders approve the Merger and this Agreement and the conclusion of the board of directors of USSC that the terms and conditions of the Merger are advisable and fair and reasonable to, and in the best interests of, the stockholders of USSC. Anything to the contrary contained herein notwithstanding, USSC shall not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on include in the Proxy Statement and any amendments or supplements thereto (and information with respect to review and comment on any comments of the SEC IMNT or its staff on affiliates or associates, the Proxy Statement or any amendments or supplements thereto) form and any other documents related to the Stockholders Meeting prior to filing content of which information has not been approved by IMNT before such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchinclusion.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Immunotechnology Corp)
Proxy Statement. The 6.4(a) If approval of the Company’s stockholders is required by applicable Legal Requirements to consummate the Merger, promptly following consummation of the Offer (or, if applicable, after the expiration of any “subsequent offering period” pursuant to Section 1.1(c)), the Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreementi) prepare and file the Proxy Statement with the SEC a proxy statement in preliminary form relating under the Exchange Act, (ii) mail to the Stockholders holders of Shares a Proxy Statement within a sufficient time prior to the Stockholders’ Meeting and (such proxy statementiii) otherwise comply in all material respects with all Legal Requirements applicable to the Stockholders’ Meeting, including any amendment or supplement theretoand shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC promptly. Parent, Purchaser and the “Company shall cooperate with each other in the preparation of the Proxy Statement”). The , and the Company shall promptly notify Parent promptly of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide as soon as reasonably practicable to Parent copies of all correspondence between the Company and/or or any representative of its Representatives the Company and the SEC with respect to the Proxy Statementthereto. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide give Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement prior to such documents being filed with the SEC or disseminated to holders of Shares and any amendments or supplements thereto (shall give Parent and its counsel a reasonable opportunity to review and comment on any all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Purchaser agrees to use commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC or its staff on and to cause the Proxy Statement or any and all required amendments or and supplements thereto) and any other documents related thereto to be mailed to the Stockholders holders of Shares entitled to vote at the Stockholders’ Meeting prior to filing such documents with at the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchearliest practicable time.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , the Company, in consultation with Parent, shall prepare and file the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") with the SEC a proxy statement in preliminary form relating under the Exchange Act. Parent shall provide promptly to the Stockholders Meeting Company such information concerning itself as, in the reasonable judgment of Parent or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such proxy statement, including any amendment or supplement theretocomments will be made), the “Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement”)Statement with the SEC. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as practicable after the definitive Proxy Statement is filed with the SEC. The Company shall promptly notify Parent of promptly upon the receipt of all any comments from the SEC with respect to the Proxy Statement or its staff and of any request by the SEC or its staff for any amendment amendments or supplement thereto supplements to the Proxy Statement or for additional information and shall promptly provide to supply Parent with copies of all correspondence between the Company and/or or any of its Representatives representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy StatementStatement or the Merger. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide give Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting , prior to filing such documents its being filed with the SEC and shall give Parent and its counsel reasonable opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or other applicable Governmental Authority sent to, the SEC, and mailing will provide Parent with a copy of all such documents to filings made with the Company’s stockholdersSEC. The Company shall consider cause all documents that it is responsible for filing with the SEC under this Section 5.1 to comply in good faith all comments reasonably proposed by Parent or its legal counsel on material respects with all applicable requirements of law and the Proxy Statement (or any amendments or supplements thereto) rules and such other documents related to the Stockholders Meetingregulations promulgated thereunder. If Whenever any event relating occurs which is required to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly of such occurrence and, in consultation with Parent, file with the SEC or its staff and/or mail to stockholders of the Company, such amendment or supplement with the SEC and, if appropriate, mail such supplement. Whenever Parent becomes aware of any event regarding Parent that has occurred which is required to be set forth in an amendment or supplement to the stockholders Proxy Statement, Parent shall promptly inform the Company of such occurrence and shall provide the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance Company with the first sentence of information necessary to enable the Company to comply with its obligations pursuant to this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchparagraph.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Extended Systems Inc)
Proxy Statement. The Company shall promptly after If the date adoption of this Agreement (but by the stockholders of Nyer is required under applicable law in order to consummate this transaction and the transactions contemplated thereby, Nyer shall, as promptly as practicable, and in any event no later than 10 business within thirty (30) days following the date of this Agreement) hereof, prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company Nyer shall respond to any comments of the SEC or its staff and shall cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the resolution of any such comments. Nyer shall notify Parent of Buyer promptly upon the receipt of all any comments from the SEC with respect to the Proxy Statement or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for any amendment amendments or supplement thereto or for additional information supplements to the Proxy Statement and shall promptly provide to Parent supply Buyer with copies of all correspondence between the Company and/or Nyer or any of its Representatives representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company Nyer shall use its cooperate and provide Buyer with a reasonable best efforts opportunity to promptly provide responses to review and comment on the SEC with respect to all comments received on draft of the Proxy Statement from (including each amendment or supplement thereto). Nyer shall use commercially reasonable efforts to cause all documents that Nyer is responsible for filing with the SEC. The Company shall cause the Proxy Statement SEC or other regulatory authorities under this Section 8.18 to comply in all material respects with the all applicable provisions requirements of the Exchange Act law and the rules and regulations promulgated thereunder. If at any time prior to the Closing Date, and shall ensure any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement includes: (i) would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the opinion statements therein, in the light of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensationcircumstances under which they were made, if any, paid to such financial advisor by Parentnot misleading, the Company party which discovers such information 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 by Nyer with the SEC and disseminated by Nyer to the stockholders of Nyer. If at any time prior to the Closing Date, any information relating to Seller, Nyer, Buyer or any of their respective AffiliatesAffiliates or any of their respective officers or directors should be discovered by Seller, during the three year period prior Nyer or Buyer which should be set forth in an amendment or supplement to the date of this Agreement. Parent and the Company each agree Proxy Statement, so that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable law, disseminated to the shareholders of Nyer. The Company 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 with respect thereto, Nyer shall consult with Parent and provide Parent and its counsel Buyer with a reasonable opportunity to review and comment on the Proxy Statement such document or response and any amendments shall include in such document or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all response comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any behalf of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchBuyer.
Appears in 1 contract
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) , Axle shall prepare and file with the SEC a proxy statement in preliminary form relating SEC, use all Reasonable Efforts to have cleared by the SEC, and promptly thereafter mail or caused to be mailed to the Stockholders Meeting (such proxy statementAxle Shareholders, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts Buyer Parent and the Buyer agree to promptly provide responses to cooperate with Axle in the SEC with respect to all comments received on preparation of the Proxy Statement from the SECand other solicitation materials of Axle. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company Axle shall consult with Parent the Buyer Parent, and provide the Buyer Parent and its counsel with a shall be given reasonable opportunity to review and comment on the draft Proxy Statement each time before it is filed with the SEC. The Proxy Statement shall contain the recommendation of the Axle Board that Axle's Shareholders approve and adopt this Agreement, and such recommendation shall not be withdrawn, modified or amended, subject to any amendments withdrawal, modification or supplements thereto amendment permitted by Section 6.5(c) of this Agreement. Axle shall provide the Buyer Parent and its counsel in writing with any written comments (and to review and comment on orally, any comments of oral comments) Axle or its counsel may receive from the SEC or its staff on with respect to the Proxy Statement or promptly after receipt of those comments and shall consult with the Buyer Parent and its counsel prior to responding to such comments and shall give due regard to any amendments or supplements thereto) and comments made by such Persons. If at any other documents related time prior to the Stockholders Axle Shareholder Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating should occur which is required by applicable Law to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed set forth in an amendment of, or a supplement to to, the Proxy Statement, then the Company shall promptly inform Parent thereof Axle will prepare and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement as promptly as practicable; provided, however, that prior to the stockholders of the Company. The Companysuch mailing, commencing upon the submission to the SEC of the Proxy Statement in accordance Axle shall consult with the first sentence of this Section 7.3, Buyer Parent and its counsel with respect to such amendment or supplement and shall on a weekly basis run a broker search for a deemed record date of 20 business days after afford the date of Buyer Parent and its counsel reasonable opportunity to comment thereon and shall give due regard to any comments made by such searchPersons.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Insurance Auto Auctions, Inc)
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , FAJ shall prepare and file with the SEC a preliminary proxy statement by which the shareholders of FAJ will be asked to approve, in accordance with the rules of the AMEX and any applicable laws, the Merger, and such other items as the FAJ Board of Directors deems appropriate. The preliminary form relating to the Stockholders Meeting (such proxy statement, as initially filed with the SEC, as it may be amended and refiled with the SEC, and the definitive proxy statement filed with the SEC and mailed to the FAJ shareholders (such definitive proxy statement, the "PROXY STATEMENT"), shall be in form and substance reasonably satisfactory to MMI. FAJ shall respond to any comments of the SEC, shall mail the Proxy Statement to the FAJ shareholders, and shall cause any meeting of the FAJ Board of Directors or the FAJ shareholders required to be held to consider the Merger and the transactions contemplated hereby at the earliest practicable time. As promptly as practicable after the date hereof, FAJ shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, including any amendment or supplement thereto, state takeover laws (the “Proxy Statement”"OTHER FILINGS"). The Company shall FAJ will notify MMI promptly notify Parent of the receipt of all any comments from the SEC with respect to the Proxy Statement or its staff or any other governmental official and of any request by the SEC or its staff or any other government official for amendments or supplements to the Proxy Statement or any amendment or supplement thereto Other Filing or for additional information and shall promptly provide to Parent will supply MMI with copies of all correspondence between the Company and/or FAJ or any of its Representatives representatives, on the one hand, and the SEC or its staff or any other government official, on the other hand, with respect to the Proxy StatementStatement or any Other Filing. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company FAJ shall cause the Proxy Statement and any Other Filing to comply in all material respects with the all applicable provisions requirements of the Exchange Act law. MMI shall provide FAJ all information about MMI and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact MMI Subsidiaries required to be stated therein included or necessary incorporated by reference in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) Other Filing and any other documents related to shall otherwise cooperate with FAJ in taking the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholdersactions described in this Section. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If Whenever any event relating occurs that is required to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the Proxy StatementStatement or any Other Filing, then the Company each party, as applicable, shall promptly inform Parent thereof the other party of such occurrence and shall promptly file cooperate in the preparation and filing with the SEC or its staff or any other government officials, or mailing to the FAJ shareholders, as required, such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchsupplement.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any no event no later than 10 business days after the fifteenth (15th) Business Day following the date of this Agreement) hereof), Seller shall prepare and file cause to be filed with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company Seller shall use its commercially reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects in form and substance with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that promulgated by the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (SEC and to review and comment on respond promptly to any comments of the SEC or its staff on with respect to the Proxy Statement. Buyer shall furnish all information concerning itself as Seller may reasonably request in connection with the preparation of the Proxy Statement or which may be required under applicable Law. Seller shall promptly notify Buyer 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 thereto) and any other documents related to the Stockholders Meeting Proxy Statement, shall consult with Buyer prior to responding to any such comments or requests or filing such documents any amendment or supplement to the Proxy Statement, and shall provide Buyer with copies of all correspondence between Seller and its Representatives on the one hand and the SEC or and its staff on the other applicable Governmental Authority and mailing such documents hand. Seller will use commercially reasonable efforts to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on cause the Proxy Statement to be mailed to the Seller Stockholders as promptly as practicable following the clearance of the Proxy Statement by the SEC (or any amendments or supplements thereto) and such other documents related to the Stockholders Meetingexpiration of applicable period for comments). If any event relating to any of the Acquired Companies occurs, or if the Company Buyer becomes aware of any informationinformation that, that pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then the Company Buyer shall promptly inform Parent Seller thereof and shall promptly file cooperate with Seller in filing such amendment or supplement with the SEC and, if appropriate, mail in mailing such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchSeller Stockholders.
Appears in 1 contract
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , the Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting meeting of the Company's stockholders to be held in connection with the Merger (such proxy statement, including together with any amendment amendments thereof or supplement supplements thereto, the “"Proxy Statement”"). The In addition, the Company shall prepare and file with the SEC, any Other Filings as and when required or requested by the SEC. The Company, after consultation with Parent, will use all reasonable efforts to respond promptly notify Parent of the receipt of all to any comments from made by the SEC with respect to the Proxy Statement and any Other Filings. Parent shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request in connection with the preparation of the Proxy Statement and any Other Filings. As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall (subject to the last sentence of Section 5.6.3 hereof) include the recommendation of the Company Board that approval of this Agreement by the Company's stockholders is advisable and that the Company Board has determined that the Agreement is in the best interests of the Company's stockholders. Subject to the last sentence of Section 5.6.3 hereof and except as otherwise required by applicable Law, no amendment or supplement (other than pursuant to Rule 425 of the Securities Act or Rule 14a-12 of the Exchange Act with respect to releases made in compliance with Section 5.9 of this Agreement) to the Proxy Statement or any Other Filings will be made by the Company without the approval of Parent (which approval shall not be unreasonably withheld or delayed). The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments Other Filings or supplements thereto) comments thereon and responses thereto or requests by the SEC for additional information. If at any other documents related time prior to the Stockholders Meeting prior Effective Time, any event or circumstance relating to filing such documents with the SEC Parent or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that which should be disclosed set forth in an amendment or a supplement to the Proxy StatementStatement or any Other Filing, then Parent shall promptly inform the Company. If at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, 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 Proxy Statement or any Other Filing, the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchParent.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but and in any event no later than 10 business days following by September 15, 2009), the date of this Agreement) prepare Company shall prepare, and file with Parent shall provide reasonable cooperation to the SEC Company in the preparation of, a proxy statement in preliminary form relating to be sent to the Stockholders Company’s stockholders in connection with the Company Stockholders’ Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall shall: (i) cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that promulgated by the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii)SEC; (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement; (iii) promptly cause the Proxy Statement to be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand; (v) promptly notify Parent upon the receipt of any amendments comments or supplements thereto requests from the SEC or its staff with respect to the Proxy Statement; (and vi) provide Parent with a reasonable opportunity to review and comment on any subsequent drafts of the Proxy Statement and any related correspondence and filings, and include in the Proxy Statement and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly (and in any event within three business days) respond to any comments or requests of the SEC or its staff staff; and (viii) cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable following the date of this Agreement (and in any event within five business days after the earlier of (x) notification from the SEC that the SEC will not review the Proxy Statement, (y) expiration of the ten calendar day period provided by Rule 14a-6 under the Exchange Act if on or prior to such expiration the SEC has not provided comments with respect to the Proxy Statement or indicated that it intends to provide such comments and (z) resolution of any amendments or supplements thereto) and any other documents related SEC comments with respect to the Stockholders Meeting prior Proxy Statement). To the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to filing such documents participate in all communications with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith its staff (including all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements theretomeetings and telephone conferences) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment this Agreement or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders any of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchContemplated Transactions.
Appears in 1 contract
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , the Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Company Shareholders’ Meeting (such proxy statement, including together with any amendment amendments thereof or supplement supplements thereto, the “Proxy Statement”). The Company shall promptly notify Parent In addition, each of the receipt Company and Parent shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of all the Company and Parent shall use reasonable efforts to respond to any comments from made by the SEC with respect to the Proxy Statement and any Other Filings. Each of the Company and Parent shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement and any Other Filings. As promptly as reasonably practicable, the Company shall mail the Proxy Statement to its shareholders. Subject to Section 5.6, the Proxy Statement shall include the unanimous recommendation of all members of the Company Board that adoption of this Agreement by the Company’s shareholders is advisable and that the Company Board has determined that the Merger is fair to and in the best interests of the Company’s shareholders (the “Company Recommendation”). Subject to applicable Law, the Company shall provide Parent with the opportunity to review the Proxy Statement and any Other Filings that relate to the transactions contemplated hereby and consider any comments Parent has on such filings in good faith prior to the filing thereof with the SEC (other than the Proxy Statement and any Other Filing to the extent announcing any action taken by the Company pursuant to, or as permitted by, Section 5.6). Except with respect to the Proxy Statement and any Other Filing to the extent announcing any action taken by the Company pursuant to, or as permitted by Section 5.6, the Company and Parent each shall advise the other promptly after it receives notice of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments Other Filings or supplements thereto) comments thereon and any other documents related to the Stockholders Meeting prior to filing such documents with responses thereto or requests by the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any for additional information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fpic Insurance Group Inc)
Proxy Statement. The Company shall (a) As promptly after the date of this Agreement (but in any event no later than 10 business days as reasonably practicable following the date of this Agreement) prepare , Ferrari and Sierra shall cooperate in preparing, and Ferrari shall file or cause to be filed with the SEC, the Proxy Statement in a mutually agreeable and preliminary form. Ferrari shall use its reasonable best efforts to mail or deliver the Proxy Statement to its stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC a proxy statement in preliminary form relating for mailing to the Stockholders Meeting (stockholders of Ferrari. Ferrari and Sierra shall each use its reasonable best efforts to furnish to Sierra or Ferrari, respectively, all information concerning itself, its affiliates and the holders of Ferrari Equity Interests or Sierra Equity Interests, as applicable, and provide such proxy statementother assistance as may be reasonably requested in connection with the preparation, including any amendment or supplement thereto, filing and distribution of the “Proxy Statement”). The Company Proxy Statement shall include all information reasonably requested by Sierra to be included therein. Ferrari shall promptly notify Parent of Sierra 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, as promptly as practicable after receipt thereof, provide Sierra with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise Sierra of any oral comments with respect to the Proxy Statement received from the SEC. Ferrari shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to mailing the Proxy Statement and of any request by the SEC for (or any amendment or supplement thereto thereto) or for additional information and shall promptly provide responding to Parent copies any comments of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunderthereto, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company Ferrari shall consult with Parent and provide Parent and its counsel with a Sierra reasonable opportunity to review and comment on such document or response (including the Proxy Statement and any amendments proposed final version of such document or supplements thereto response), (and to review and comment on any comments of the SEC ii) Ferrari shall include in such document or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith response all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement Sierra and (or any amendments or supplements theretoiii) and such other documents related Sierra shall have consented to the Stockholders Meetingfiling and mailing contemplated therein (which consent shall not be unreasonably withheld, conditioned or delayed). If Ferrari and Ferrari OpCo shall take any event relating action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Acquired Companies occursMerger Consideration, or if and Sierra shall use reasonable best efforts to furnish all information concerning Sierra and the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders holders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement Sierra Equity Interests as may be reasonably requested in accordance connection with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of any such searchactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Falcon Minerals Corp)
Proxy Statement. The Company shall As promptly after the date of this Agreement (but as reasonably practicable, and in any event no later than 10 business days fifteen (15) Business Days, following the date of this Agreement, the Company (with the assistance and cooperation of Parent and Merger Sub as reasonably requested by the Company) shall (i) prepare and file with the SEC a preliminary proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment as amended or supplement theretosupplemented, the “Proxy Statement”)) relating to the Company Shareholder Meeting soliciting for approval the Requisite Shareholder Approval and (ii) in consultation with Parent, set a record date for the Company Shareholder Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Once the Company has established a record date for the Shareholders Meeting, the Company shall promptly notify not change such record date or establish a different record date for the Shareholders Meeting without the prior written consent of Parent of (which shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SECBylaws. The Company shall cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act SEC and the rules and regulations thereunder, promulgated thereunder and shall ensure that the Proxy Statement includes: (i) the opinion to satisfy all rules of the financial advisor referred NASDAQ. Subject to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent5.3, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and shall include the Company each agree that none of the information supplied by it for inclusion Board Recommendation in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleadingStatement. The Company shall consult with Parent and provide Parent and its counsel with Representatives a reasonable opportunity to review and comment on the Proxy Statement and Statement, any amendments or supplements thereto Other Required Company Filing (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoas defined below) and any all other documents related materials used in connection with the Merger that (i) constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 promulgated under the Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 promulgated under the Exchange Act, in each case prior to the Stockholders Meeting prior to filing such documents thereof with the SEC or other applicable Governmental Authority and mailing such documents the mailing/dissemination thereof to the Company’s stockholdersCompany Shareholders. The Company shall consider in good faith give due consideration to all comments reasonably proposed reasonable additions, deletions or changes suggested by Parent or its legal respective counsel on and shall not unreasonably refuse to incorporate such suggestions. The Company shall use all reasonable efforts to have the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with cleared by the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days as promptly as practicable after the date of such searchfiling thereof.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following Agreement, the date of this Agreement) Parties shall prepare and file Carnivale shall cause to be filed with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act Carnivale covenants and the rules and regulations thereunder, and shall ensure agrees that the Proxy Statement includes: (i) the opinion of the Statement, including any pro forma financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensationstatements included therein, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none letter to stockholders, notice of the information supplied by it for inclusion in the Proxy Statement willmeeting and form of proxy included therewith, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meetingwill 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. Notwithstanding the foregoing, Carnivale makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or the Sellers for inclusion therein. The Company Company, Novo A/S and their respective legal counsel shall consult with Parent and provide Parent and its counsel with a be given reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments or supplements thereto (thereto, prior to the filing thereof with the SEC, and on the responses to review and comment on any comments of the SEC or its staff on prior to filing thereof with the SEC. Each of Carnivale and the Company shall use commercially reasonable efforts to cause the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents comply with the SEC or other applicable Governmental Authority rules and mailing such documents regulations promulgated by the SEC. Carnivale shall use commercially reasonable efforts to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on cause the Proxy Statement (or any amendments or supplements thereto) to be mailed to Carnivale’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. Each Party shall promptly furnish to the other Party all information concerning such Party and such other documents related to the Stockholders MeetingParty’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Companies occurs, Carnivale or if the Company becomes become aware of any informationevent or information that, that pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the Company case may be, shall promptly inform Parent the other Parties thereof and shall promptly file cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, mail in mailing such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchCarnivale stockholders.
Appears in 1 contract
Samples: Share Purchase Agreement (Carbylan Therapeutics, Inc.)
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days As soon as reasonably practicable following the date of this Agreement) , the Company shall prepare in accordance with the provisions of the Exchange Act and file with the SEC a proxy statement the Proxy Statement. Parent and Merger Sub will cooperate with the Company in preliminary form the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request it required by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives Exchange Act and the SEC with respect rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and mailed to its stockholders as promptly provide responses as practicable after such filing, including by responding as soon as reasonably practicable to any SEC comments with respect to the Proxy Statement. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to all comments received on the Proxy Statement from and any request by the SEC for any amendment to the Proxy Statement or for additional information and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC, on the other hand. The Company shall cause provide Parent with the reasonable opportunity to review and comment on drafts of the Proxy Statement (including each amendment or supplement thereto) and all responses to comply requests for additional information by and replies to comments of the SEC (provided that the Company shall (i) include in any such documents or responses all material respects comments reasonably proposed by Parent and (ii) not file, mail or otherwise deliver such document or respond to the SEC or the staff of the SEC over Parent’s reasonable objection) prior to filing such with or sending such to the SEC, and the Company will provide Parent with copies of all such filings made and correspondence with the applicable provisions of SEC. If at any time prior to the Exchange Act and Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the rules and regulations thereunder, and shall ensure Proxy Statement so that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and would not include any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in the light of the circumstances under which they were made, not misleading. The Company , the party which discovers such information shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on promptly notify the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related parties hereto and, to the Stockholders Meeting prior to filing extent required by applicable law, the parties will cooperate with each other in connection with the preparation of an appropriate amendment or supplement describing such documents information, which amendment or supplement will be promptly filed by the Company with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed disseminated by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 1 contract
Proxy Statement. The If required under applicable Law, the Company shall promptly after prepare the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and Proxy Statement, file it with the SEC a proxy statement in preliminary form relating under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Stockholders Meeting (such proxy statementOffer, including and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any amendment or supplement theretoaction contemplated by this Section 6.10. Parent, Merger Subsidiary and the “Company shall cooperate with each other in the preparation of the Proxy Statement”). The , and the Company shall promptly notify Parent of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent promptly copies of all correspondence between the Company and/or or any Representative of its Representatives the Company and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide give Parent and its counsel with a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and comment on shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and any amendments all responses to requests for additional information and replies to comments prior to their being filed with, or supplements thereto (sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to review and comment on any use its commercially reasonable efforts, after consultation with the other parties hereto to respond promptly to all such comments of and requests by the SEC or its staff on SEC. As promptly as practicable after the Proxy Statement or any amendments or supplements thereto) and any other documents related to has been cleared by the Stockholders Meeting prior to filing such documents with SEC, the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on mail the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon Proxy Statement shall include the submission to recommendation by the SEC Board of Directors of the Proxy Statement Company that the Company's stockholders vote to approve the Merger and this Agreement unless the Board of Directors of the Company has withdrawn or modified its recommendation in accordance with the first sentence of this Section 7.3, shall on 6.03 in connection with a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchSuperior Proposal.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , 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 in preliminary and a form relating to the Stockholders Meeting of proxy (such proxy statement, including any amendment or supplement theretocollectively, the “"Proxy Statement”"), as may be amended and supplemented, to be used in connection with the special meeting (the "Stockholders' Meeting") of Seller's stockholders to consider the Asset Sale (the "Stockholders' Meeting"). The Company Seller shall provide Purchaser with a reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC and distribution to Seller's stockholders, and Purchaser shall use reasonable efforts to provide its comments thereon as promptly as practicable after delivery of the Proxy Statement to Purchaser and its legal counsel. Seller shall notify Parent Purchaser promptly of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment amendments or supplement thereto or for additional information supplements to the Proxy Statement and shall promptly provide to Parent will supply Purchaser with copies of all correspondence between Seller and its representatives, on the Company and/or any one hand, and the SEC or the members of its Representatives staff, on the other hand, with respect to the Proxy Statement. Seller and Purchaser shall each use reasonable efforts to 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. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall and cause the Proxy Statement to comply in all material respects with be mailed to its stockholders at the applicable provisions earliest practicable time. Seller shall notify Purchaser of the Exchange Act and the rules and regulations thereunder, and shall ensure that its intention to mail the Proxy Statement includes: (i) to the opinion stockholders of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period Seller at least 48 hours prior to the date intended time of such mailing. The Proxy Statement shall include the recommendation of Seller's Board of Directors in favor of the Asset Sale and approval of this Agreement. Parent , unless independent outside legal counsel to Seller shall advise Seller's Board of Directors and the Company each agree that none of the directors' fiduciary duties under applicable law make such recommendation inappropriate. (b) The information supplied by it for inclusion included in the Proxy Statement willshall not, at the date of mailing the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of the Company or at the time of the Stockholders 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 therein, in light of the circumstances under which they were are made, not misleading. The Company shall consult with Parent and provide Parent and If at any time prior to the Stockholders' Meeting, any event or circumstance relating to Seller or any of its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC Subsidiaries, or its staff on the Proxy Statement or any amendments their respective officers or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed directors, is discovered by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that Seller which should be disclosed set forth in an amendment or a supplement to the Proxy Statement, then the Company Seller shall promptly inform Parent thereof and shall promptly file such amendment or supplement Purchaser. All documents that Seller is responsible for filing with the SEC and, if appropriate, mail such amendment or supplement in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the stockholders applicable requirements of the CompanyExchange Act. The Company, commencing upon the submission to the SEC 15 21 (c) Each of the Proxy Statement in accordance 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 first sentence Federal Trade Commission and the Antitrust Division of this Section 7.3the United States Department of Justice under the HSR Act, shall on a weekly basis run a broker search for a deemed record date will use its reasonable best efforts to obtain (and Seller will cause each of 20 business days after its Subsidiaries to use its reasonable best efforts to obtain) an early termination of the date applicable waiting period, and will make (and Seller will cause each of such search.its Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable. 7.02
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (Agreement, but in any no event no later than 10 business days following the earlier of fourteenth (14th) Business Day after the date hereof or prior to the filing or furnishing of this Agreement) prepare and file with the SEC a any proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including connection with any amendment or supplement theretoother Acquisition Transaction, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to prepare the Proxy Statement and of any request by cause all required filings to be filed with the SEC for any amendment or supplement thereto or for additional information ISA and shall promptly provide furnished to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall use all reasonable efforts (i) to cause the Proxy Statement to comply in with all material respects with the applicable provisions Legal Requirements and (ii) to respond promptly to any comments of the Exchange Act SEC or its staff and any comments of the rules and regulations thereunder, and shall ensure that ISA or its staff. Prior to filing the Proxy Statement includes: (ior any amendment or modification thereto) with the opinion of ISA or the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by ParentSEC, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company (x) shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and any amendments or supplements thereto related correspondence and filings, (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoy) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith to include in such drafts, correspondence and filings all comments reasonably proposed by Parent or Parent, and (z) to the extent reasonably practicable and not prohibited under applicable Law, the Company and its outside legal counsel on shall permit Parent and its outside counsel to participate in all communications, if any, with the Proxy Statement ISA, the SEC or NASDAQ, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any amendments or supplements thereto) and such other documents related to of the Stockholders Meetingtransactions contemplated hereby. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file the Company shall, in accordance with the procedures set forth in this Section 6.2 prepare such amendment or supplement with as soon thereafter as is reasonably practicable and to the SEC andextent required by applicable Law, if appropriate, mail cause such amendment or supplement to be promptly distributed to the stockholders shareholders of the Company. The Company, commencing upon the submission to the SEC of Company shall not include in the Proxy Statement any information with respect to Parent or its Affiliates, unless the form and content thereof shall have been consented to in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of writing by Parent prior to such searchinclusion and Parent agrees to provide any such information required to be so included under applicable Law.
Appears in 1 contract
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days a) As soon as reasonably practicable following the date of off this Agreement) , Seller shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company Seller shall use its commercially reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with be mailed to the applicable provisions stockholders of Seller as promptly as reasonably practicable after the Exchange Act and the rules and regulations thereunderdate hereof. No filing of, and shall ensure that or amendment or supplement to, the Proxy Statement includes: (i) will be made by Seller without providing Buyer a reasonable opportunity to review and comment thereon. If at any time prior to the opinion of the financial advisor referred Seller Stockholders’ Meeting any information relating to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensationSeller or Buyer, if any, paid to such financial advisor by Parent, the Company and or any of their respective Affiliates, during the three year period prior directors or officers, should be discovered by Seller or Buyer which should be set forth in an amendment or supplement to the date of this Agreement. Parent and the Company each agree Proxy Statement, so that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain either 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 therein, in light of the circumstances under which they were made, not misleading. The Company , the party which discovers such information shall consult with Parent promptly notify the other Party hereto and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then the Company describing such information shall be promptly inform Parent thereof and shall promptly file such amendment or supplement filed with the SEC and, if appropriateto the extent required by Law, mail such amendment or supplement disseminated to the stockholders of Seller. Seller shall notify Buyer promptly of the Company. The Company, commencing upon the submission to receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement in accordance or for additional information and shall supply Buyer with copies of all correspondence between it or any of its Representatives, on the first sentence one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchAgreement.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but and in any event no later than 10 business days following event, within twenty (20) Business Days hereof), the date Company shall prepare and shall cause to be filed with the SEC the Proxy Statement in preliminary form calling a special meeting of the stockholders of the Company (such meeting, the “Company Stockholder Meeting”), seeking the approval of the stockholders of the Company of the Merger and the other transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth in this Agreement, in accordance with and as required by the Company’s articles of incorporation and bylaws (each as amended to date), the MGCL and any applicable laws and regulations of the Exchange Act and the rules and regulations of the NYSE American. The Proxy Statement shall include the Recommendation and, if required under the Exchange Act or the regulations thereunder, a copy of Section 3-202 of the MGCL. In addition, the Proxy Statement shall include the fairness opinion of the Company’s financial advisor referenced in Section 3.23 and the information (if any) prepare required to be provided to holders of Common Stock by the MGCL. Parent shall reasonably cooperate with the Company in the preparation of the Proxy Statement and shall promptly provide to the Company any information regarding Parent or its Subsidiaries that is required to be included in the Proxy Statement under the applicable laws and regulations of the Exchange Act. In connection with the Proxy Statement, the Company will also file with the SEC a any other documents and other information about the Merger and the other transactions contemplated by this Agreement in accordance with applicable proxy statement solicitation rules set forth in preliminary form relating to the Stockholders Meeting applicable laws and regulations of the Exchange Act and the rules and regulations of the NYSE American (such proxy statementProxy Statement and the documents included or referred to therein, including together with any amendment or supplement supplements, amendments and/or exhibits thereto, the “Proxy StatementDocuments”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to ensure that the Proxy Statement Documents comply as to form in all respects and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply substance in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchAct.
Appears in 1 contract
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , the Company shall prepare and the Proxy Statement, which shall, subject to Section 5.08, include the Directors’ Recommendation, file the Proxy Statement with the SEC a proxy statement under the Exchange Act, and use all reasonable efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, preparation of the “Proxy Statement”). The , and the Company shall promptly notify Parent of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent promptly copies of all correspondence between the Company and/or or any representative of its Representatives the Company and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide give Parent and its counsel with a reasonable the opportunity to review the Proxy Statement prior to its being filed with the SEC and comment on shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and any amendments all responses to requests for additional information and replies to comments prior to their being filed with, or supplements thereto (sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to review and comment on any use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC or its staff on SEC. As promptly as practicable after the Proxy Statement or any amendments or supplements thereto) and any other documents related to has been cleared by the Stockholders Meeting prior to filing such documents with SEC, the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on mail the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Prior to the date of approval of the Merger by the Company’s stockholders, each of the Company, commencing upon the submission Parent and Merger Subsidiary shall correct promptly any information provided by it to the SEC of be used specifically in the Proxy Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable law, except that the Company may postpone its previously scheduled annual meeting of stockholders in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after NRS in order to enable the date of Company Stockholders’ Approval to the considered at such searchannual meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Circus & Eldorado Joint Venture)
Proxy Statement. The Company shall promptly (a) As soon as practicable after the date execution of this Agreement (but in any no event no later than 10 business days following twenty (20) Business Days after the date of this Agreement) ), the Company shall, in consultation with Parent, prepare and file with the SEC SEC, a proxy statement which shall (as amended or supplemented from time to time) constitute the Proxy Statement. Parent, Merger Sub and the Company will cooperate with each other in preliminary form the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, Exchange Act and the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect rules and regulations promulgated thereunder to be set forth in the Proxy Statement and of any request as reasonably requested by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy StatementCompany. The Company shall use its reasonable best efforts to promptly provide responses to the resolve all SEC comments with respect to all comments received on the Proxy Statement from as promptly as reasonably practicable after receipt thereof and to have the SECProxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company shall cause notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall consult with Parent regarding, and supply Parent with copies of, all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to comply the Proxy Statement. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, the Company shall, in all material respects consultation with Parent, prepare and the Company shall file any required amendments to the Proxy Statement, and the definitive Proxy Statement, with the applicable provisions SEC. Prior to filing or mailing the Proxy Statement, any proposed amendment of the Exchange Act and the rules and regulations thereunder, and shall ensure that or supplement to the Proxy Statement includes: (i) or responding to any SEC comments on the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by ParentProxy Statement, the Company shall provide Parent a reasonable opportunity to review and comment on such document, which comments the Company shall consider in good faith and accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. If at any time prior to the Company Shareholders Meeting any information relating to the Company or Parent, or any of their respective Affiliates, during should be discovered by the three year period prior Company or Parent which should be set forth in an amendment or supplement to the date of this Agreement. Parent and the Company each agree Proxy Statement, so that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the party which discovers such information shall consult with Parent promptly notify the other parties, and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then the Company describing such information promptly shall promptly inform Parent thereof and shall promptly file such amendment or supplement be filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders extent required by Law, disseminated to the shareholders of the Company. The Company, commencing upon the submission Company shall use reasonable best efforts to the SEC of have the Proxy Statement in accordance with cleared by the first sentence of this Section 7.3, SEC and shall on a weekly basis run a broker search thereafter mail to the Company Shareholders as promptly as possible the Proxy Statement and all other proxy materials for a deemed record date of 20 business days after the date of such searchCompany Shareholders Meeting.
Appears in 1 contract
Samples: Merger Agreement (Providence & Worcester Railroad Co/Ri/)
Proxy Statement. The Company As promptly as reasonably practicable, Imara shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC a the preliminary proxy statement in preliminary form relating to the Stockholders Imara Stockholders’ Meeting (such proxy statement, including together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”). The Company Cardurion shall reasonably cooperate with Imara in the preparation of the Proxy Statement and shall furnish all information concerning Cardurion that, based on advice of counsel, is required in connection with the preparation of the Proxy Statement. Imara shall provide Cardurion and its counsel a reasonable opportunity to review and comment on the Proxy Statement, shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Xxxxxxxxx. Imara shall use reasonable best efforts to respond promptly to any comments from the SEC or the staff of the SEC. Imara shall notify Parent Cardurion promptly of the receipt of all any comments (whether written or oral) from the SEC with respect to or the Proxy Statement staff of the SEC and of any request by the SEC or the staff of the SEC for any amendment amendments or supplement thereto supplements to the Proxy Statement or for additional information and shall promptly provide to Parent (i) supply Cardurion with copies of all correspondence between the Company and/or Imara and any of its Representatives representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use its Statement or the transactions contemplated by this Agreement, (ii) provide Cardurion with a reasonable best efforts opportunity to promptly provide responses participate in the response to the SEC those comments and requests, and (iii) consider in good faith any comments provided by Cardurion with respect to all responses to such comments received on the and requests. The Proxy Statement from the SEC. The Company shall cause the Proxy Statement comply as to comply form in all material respects with the applicable provisions requirements of the Securities Exchange Act and of 1934 (the rules and regulations thereunder“Exchange Act”). If at any time prior to the Imara Stockholders’ Meeting (or any adjournment or postponement thereof) any information relating to Cardurion or Imara, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and or any of their respective Affiliates, during the three year period prior officers or directors, is discovered by Cardurion or Imara that is required to be set forth in an amendment or supplement to the date of this Agreement. Parent and the Company each agree Proxy Statement, so that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement would not include a 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 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 an appropriate amendment or supplement describing such information shall be promptly filed by Imara with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of Imara. The Company Imara shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on cause the Proxy Statement and any amendments or supplements thereto (and to review and comment on be mailed to Imara’s stockholders as promptly as reasonably practicable after the resolution of any comments of the SEC or its the staff on of the Proxy Statement or any amendments or supplements thereto) and any other documents related SEC with respect to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the preliminary Proxy Statement (or any amendments or supplements thereto) and such other documents related to date, the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search“Clearance Date”).
Appears in 1 contract
Proxy Statement. The If required under applicable law, the Company shall promptly after prepare the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and Proxy Statement, file it with the SEC a proxy statement in preliminary form relating under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Stockholders Meeting (such proxy statementOffer, including and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any amendment or supplement theretoaction contemplated by this Section 5.10. Parent, Merger Subsidiary and the “Company shall cooperate with each other in the preparation of the Proxy Statement”). The , and the Company shall promptly notify Parent of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent promptly copies of all correspondence between the Company and/or or any Representative of its Representatives the Company and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide give Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement prior to its being filed with the SEC and any amendments or supplements thereto (shall give Parent and its counsel a reasonable opportunity to review all amendments and comment on any comments of the SEC or its staff on supplements to the Proxy Statement or any amendments or supplements thereto) and any other documents related all responses to the Stockholders Meeting requests for additional information and replies to comments prior to filing such documents their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the SEC or other applicable Governmental Authority parties hereto, to respond promptly to all such comments of and mailing such documents to requests by the Company’s stockholdersSEC. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on As promptly as practicable after the Proxy Statement (or any amendments or supplements thereto) and such other documents related to has been cleared by the Stockholders Meeting. If any event relating to any of the Acquired Companies occursSEC, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with mail the SEC and, if appropriate, mail such amendment or supplement Proxy Statement to the stockholders of the Company. The Company, commencing upon Proxy Statement shall include the submission to recommendation by the SEC Board of Directors of the Proxy Statement in accordance with Company that the first sentence of Company's stockholders vote to approve the Merger and this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchAgreement.
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Prima Energy Corp)
Proxy Statement. The If required under applicable Law, the Company shall promptly after prepare the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and Proxy Statement, file it with the SEC a proxy statement in preliminary form relating under the Exchange Act as promptly as practicable after Merger Sub purchases Shares pursuant to the Stockholders Meeting (such proxy statementOffer, including and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that may be required or reasonably requested in connection with any amendment or supplement theretoaction contemplated by this Section 6.10. Parent, Merger Sub and the “Company shall cooperate with each other in the preparation of the Proxy Statement”). The , and the Company shall promptly notify Parent of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent promptly copies of all correspondence between the Company and/or or any Representative of its Representatives the Company and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide give Parent and its counsel with a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and comment on shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and any amendments all responses to requests for additional information and replies to comments prior to their being filed with, or supplements thereto (sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to review and comment on any use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC or its staff on SEC. As promptly as practicable after the Proxy Statement or any amendments or supplements thereto) and any other documents related to has been cleared by the Stockholders Meeting prior to filing such documents with SEC, the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on mail the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders shareholders of the Company. The Company, commencing upon Proxy Statement shall include the submission to recommendation by the SEC Board of Directors of the Proxy Statement Company that the Company’s shareholders vote to approve the Merger and this Agreement, unless the Board of Directors of the Company has withdrawn or modified its recommendation in accordance with the first sentence provisions of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search6.04.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement, subject to the terms of this Section 7.01, Adara (with the assistance and cooperation of the Company as reasonably requested by Adara) shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment as amended or supplement theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of Adara relating to the meeting of Adara’s stockholders (including any adjournment or postponement thereof, the “Adara Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Transactions, including the Merger, (ii) approval of the issuance of Adara Class A and Class E Common Stock as contemplated by this Agreement, (iii) approval of the Second Amended and Restated Adara Certificate of Incorporation as set forth on Exhibit F, (iv) approval of the Parent Equity Incentive Plan, and (v) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “Adara Proposals”). Adara shall promptly prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “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 Adara Class A Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and (B) held by the stockholders of Adara immediately prior to the Effective Time. The Company shall promptly notify Parent furnish all information concerning the Company as Adara may reasonably request in connection with such actions and the preparation of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information Registration Statement. Adara and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company each shall use its their reasonable best efforts to promptly provide responses to (i) cause the Registration Statement when filed with the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the all legal requirements applicable provisions of the Exchange Act and the rules and regulations thereunderthereto, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of respond as promptly as reasonably practicable to and resolve all comments received from the financial analysis conducted by such financial advisor in accordance with applicable Law; and SEC concerning the Registration Statement, (iii) disclosure cause the Registration Statement 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 contemplated hereby. Prior to the effective date of the compensationRegistration Statement, if anyAdara shall use reasonable best efforts to take any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Adara Class A Common Stock, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company in each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required case to be stated therein issued or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement issuable to the stockholders of the CompanyCompany pursuant to this Agreement. The Company, commencing upon the submission to the SEC As promptly as practicable after finalization of the Proxy Statement, Adara shall mail the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchto its stockholders.
Appears in 1 contract
Samples: Business Combination Agreement (Adara Acquisition Corp.)
Proxy Statement. As promptly as practicable after execution of this Agreement, the Acquiror and the Company will cooperate in the preparation of a proxy statement and other proxy solicitation materials of the Company, including amendments and supplements thereto (the "Proxy Statement") regarding the solicitation of proxies to be voted in favor of the Merger. The Company agrees, subject to the review and approval of Acquiror and Acquiror Sub, to file the Proxy Statement in preliminary form with the Commissioner of Insurance of the State of Georgia as promptly as reasonably practicable. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Acquiror and Acquiror Sub with, and consult with Acquiror and Acquiror Sub regarding, any comments that may be received from the Commissioner of Insurance of the State of Georgia or its staff (and/or the SEC or its staff, if applicable) with respect thereto, shall, subject to the prior review and approval of Acquiror and Acquiror Sub, respond promptly after to any such comments with respect to the date Proxy Statement, file the Proxy Statement in definitive form and cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practicable date. The Proxy Statement shall contain subject to the provisions of Section 5.07, (i) the recommendation of the Company Board that the Company's shareholders approve and adopt this Agreement and the Merger and any other matters determined to be appropriate for submission to shareholders for approval to effectuate the transactions contemplated hereby and (but in any event no later than 10 business days following ii) the written opinion of the Company Financial Advisor, dated prior to or as of the date of this Agreement) prepare and file with the SEC a proxy statement in preliminary form relating , to the Stockholders Meeting (effect that, based upon and subject to the matters set forth therein and as of the date thereof, the Consideration to be received by holders of Company Common Stock pursuant to the Merger is fair to such proxy statement, including holders from a financial point of view. The Company will advise Acquiror promptly of the time when the Proxy Statement and any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement has been filed, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies Commissioner of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions Insurance of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: State of Georgia or its staff (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of and/or the SEC or its staff on staff, if applicable) for amendment of the Proxy Statement or any amendments comments thereon and responses thereto or supplements thereto) and any other documents related to requests by the Stockholders Meeting prior to filing such documents with Commissioner of Insurance of the State of Georgia or its staff (and/or the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC andstaff, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search applicable) for a deemed record date of 20 business days after the date of such searchadditional information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cotton States Life Insurance Co /)
Proxy Statement. The Company shall Subject to receipt from American of the requisite audited and unaudited financial statements to be included in the Proxy Statement, as promptly as reasonably practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) prepare , American and Marwich shall prepare, and Marwich shall file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statementform, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company Proxy Statement shall related to the approval by the Marwich’s stockholders of the matters listed in Exhibit A to this Agreement, in addition to such other matters as Marwich may deem appropriate. Each of American and Marwich shall use its reasonable best efforts to respond as promptly provide responses as reasonably practicable to any comments of the SEC with respect thereto. Marwich shall use its reasonable best efforts to all comments received on cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after filing with or, if necessary, clearance from the SEC. The Company American shall cause the Proxy Statement furnish all information as may be required to comply in all material respects with the all applicable provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to receipt of Marwich Stockholder Approval, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred any information relating to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensationAmerican, if anyany Subsidiary, paid to such financial advisor by Parentor Marwich, the Company and or any of their respective Affiliates, during the three year period prior directors or officers, should be discovered by American, any Subsidiary, or Marwich which should be set forth in an amendment or supplement to the date Proxy Statement, so that either such document would not include any misstatement of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were are made, not misleading. The Company , the party which discovers such information shall consult with Parent promptly notify the other parties hereto and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then the Company describing such information shall be promptly inform Parent thereof and shall promptly file such amendment or supplement filed with the SEC and, if appropriateto the extent required by applicable Legal Requirement or the SEC, mail such amendment or supplement disseminated to the stockholders of Marwich. Marwich shall notify American promptly of the Company. The Company, commencing upon the submission to receipt of any comments from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement in accordance or for additional information and shall supply American with copies of (i) all correspondence between Marwich or any of its Representatives, on the first sentence one hand, and the SEC or staff of this Section 7.3the SEC, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchother hand, with respect to the Proxy Statement or the Merger.
Appears in 1 contract
Proxy Statement. The (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Acceptance Time, the Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statementSEC, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and of any Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request by in connection with the preparation and filing with the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Subject to applicable Law, the Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the applicable provisions SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Exchange Act Company, Parent and the rules and regulations thereunder, and Acquisition Sub shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted promptly correct any information provided by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and it or any of their its respective Affiliatesdirectors, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it officers, employees, affiliates, agents or other representatives for inclusion use in the Proxy Statement will, at if and to the date of mailing to stockholders of the Company extent that such information shall have become false or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingrespect. The Company shall consult take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with Parent the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent Parent, Acquisition Sub and its their counsel with a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any amendments comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or supplements thereto (other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on the Proxy Statement or any amendments or supplements thereto) and any other documents related such response, to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then which the Company shall promptly inform Parent thereof give reasonable and shall promptly file such amendment or supplement with the SEC andgood faith consideration to any comments made by Parent, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchAcquisition Sub and their counsel).
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following Agreement, the date of this Agreement) Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including together with any amendment amendments thereof or supplement supplements thereto, the “Proxy Statement”)) and, after consultation with Parent, file the preliminary Proxy Statement with the SEC; provided that prior to filing the preliminary Proxy Statement with the SEC, the Company shall afford Parent a reasonable opportunity for review, and the Company shall consider in good faith any comments on the preliminary Proxy Statement reasonably proposed by Parent. The Company shall promptly notify Parent of use reasonable best efforts to (i) obtain and furnish the receipt of all comments from the SEC with respect information required to the Proxy Statement and of any request be included by the SEC for in the Proxy Statement, and respond, after consultation with Parent, promptly to any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and comments made by the SEC with respect to the Proxy Statement; and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (B) the conclusion of any SEC review of the preliminary Proxy Statement, cause the definitive Proxy Statement to be mailed to the Company’s shareholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by the Company without affording Parent a reasonable opportunity for consultation and review, and the Company shall consider in good faith any comments on such materials reasonably proposed by Parent. The Company shall use its reasonable best efforts to will promptly provide responses notify Parent of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the preliminary Proxy Statement or definitive Proxy Statement or for additional information, and will promptly supply Parent with copies of all written correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to all comments received on the preliminary Proxy Statement from Statement, the SEC. The Company shall cause definitive Proxy Statement, the Proxy Statement to comply in all material respects with the applicable provisions Mergers or any of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted other transactions contemplated by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing Prior to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit responding to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or members of its staff on staff, the Proxy Statement or any amendments or supplements thereto) Company shall provide Parent with a reasonable opportunity to consult and any other documents related to review such response and the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all any comments on such response reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) Parent. Parent, Merger Sub I and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if Merger Sub II will cooperate with the Company becomes aware in connection with the preparation of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then including promptly furnishing to the Company any and all information regarding Parent, Merger Sub I and Merger Sub II and their respective affiliates as may be required to be disclosed therein. The Proxy Statement shall promptly inform Parent thereof and shall promptly file such amendment or supplement with contain the SEC andCompany Recommendation, if appropriate, mail such amendment or supplement except to the stockholders of extent that the Company. The CompanyCompany Board shall have effected an Adverse Recommendation Change, commencing upon the submission to the SEC of the Proxy Statement as permitted by and determined in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search5.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ps Business Parks, Inc./Md)
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC SEC, with the assistance of and subject to prior consultation with Parent, as promptly as reasonably practicable after the date hereof, a proxy statement in preliminary form Proxy Statement (the “Preliminary Proxy Statement”) relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request Merger as required by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to prior consultation with Parent, respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, shall ensure that cause the Proxy Statement includes: to be mailed to the Company’s stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (isubject to Section 5.02) to obtain the opinion necessary approval of the financial advisor referred Merger by its stockholders. If, at any time prior to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of Special Meeting, any information relating to the compensationCompany, if any, paid to such financial advisor by Parent, the Company and Merger Sub, any of their respective Affiliates, during this Agreement or the three year period prior transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the date of this Agreement. Parent and the Company each agree Proxy Statement, so that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the party that discovers such information shall consult with Parent promptly notify the other party, and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement describing such information shall be filed with the SEC, and to the Proxy Statementextent required by applicable Law, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders of the Company. The CompanyExcept as Section 5.02 expressly permits, commencing upon the submission to the SEC of the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the stockholders adopt the agreement of merger set forth in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Restore Medical, Inc.)
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days Promptly following the date of this Agreement) , the Company shall prepare the Proxy Statement, and the Company shall prepare and file with the SEC a proxy statement the Form S-4, in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to which the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statementwill be included. The Company shall use its reasonable best efforts as promptly as practicable to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use its best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Company shall also take any action required to be taken under any applicable state securities laws in connection with the registration and qualification in connection with the Merger of 34 common stock of the Company following the Merger. The information provided by the Company for use in the Form S-4, and to be supplied by Newco in writing specifically for use in the Form S-4, shall, at the time the Form S-4 becomes effective and on the date of the Stockholders Meeting referred to above, be true and correct in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the statements therein, Company and Newco each agree to correct any information provided by it for use in light the Form S-4 which shall have become false or misleading. Newco and the Company will cooperate with each other in the preparation of the circumstances under which they were madeProxy Statement; without limiting the generality of the foregoing, not misleadingthe Company will im- mediately notify Newco of the receipt of any comments from the SEC and any request by the SEC for any amendment to the Proxy Statement or for additional information. The Company shall consult All filings with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the SEC, including the Proxy Statement and any amendments or supplements thereto (amendment thereto, and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents all mailings to the Company’s stockholders. The Company shall consider 's stockholders in good faith all comments reasonably proposed by Parent or its legal counsel on connection with the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occursMerger, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to including the Proxy Statement, then shall be subject to the prior review, comment and approval of Newco (which approval by Newco shall not be unreasonably withheld). Newco will furnish to the Company shall promptly inform Parent thereof the information relating to it required by the Exchange Act and shall promptly file such amendment or supplement the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company agrees to use its best efforts, after consultation with the SEC andother parties hereto, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission respond promptly to any comments made by the SEC of with respect to the Proxy Statement in accordance with and any preliminary version thereof filed by it and cause such Proxy Statement to be mailed to the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after Company's stockholders at the date of such searchearliest practicable time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindercare Learning Centers Inc /De)
Proxy Statement. The Company shall promptly As soon as practicable after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) Closing, Intek shall prepare and file with the SEC Securities and Exchange Commission a proxy statement in preliminary form and related solicitation materials relating to a special meeting of the Stockholders Meeting holders of the Intek's common stock, $.01 par value (the "Intek Stockholders' Meeting") concerning the Securicor Agreement and the transactions contemplated thereby (such proxy statement, including any amendment as amended or supplement theretosupplemented from time to time, being herein referred to as the “"Proxy Statement”"), and shall use its best efforts to cause the Proxy Statement to be mailed to its stockholders at such time and in such manner as permits the Intek Stockholders' Meeting to be held as promptly as practicable. The Company shall promptly notify Parent of the receipt of MIC and Simmxxxx xxxll each use its best efforts to furnish all comments from the SEC information as may be reasonably requested by Intek and, in any case, as required with respect to Intek by Regulation 14A under the Proxy Statement and of any request by the SEC Exchange Act for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to inclusion in the Proxy Statement. The Company shall information provided by Intek and MIC, respectively, for use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on in the Proxy Statement from shall, on the SEC. The Company shall cause date when the Proxy Statement is first mailed to comply Intek's stockholders, and on the date of the Intek Stockholders' Meeting, be true and correct in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, contained therein not misleading. The Company shall consult with Parent , and provide Parent Intek, MIC and its counsel with a reasonable opportunity Simmxxxx each agree promptly to review and comment on correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. Intek shall duly call, give notice of, convene and any amendments or supplements thereto (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 review and comment on any comments its stockholders approval of the SEC or its staff on the foregoing. The Proxy Statement or any amendments or supplements thereto) and any other documents related will comply as to the Stockholders Meeting prior to filing such documents form in all material respects with the SEC or other all applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any requirements of the Acquired Companies occursExchange Act, or if the Company becomes aware of any information, that should be disclosed in an and no amendment or supplement to the Proxy StatementStatement shall be made by Intek without the prior written approval of MIC (which approval shall not be unreasonably withheld), then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchexcept as otherwise required by applicable laws.
Appears in 1 contract
Samples: Registration Rights Agreement (Simmonds Capital LTD)
Proxy Statement. The Company (a) Liberty Parent shall as promptly as reasonably practicable after the date of this Agreement (but Agreement, and in any event no later than 10 business days following the preliminary version thereof within 20 Business Days from the date of this Agreement) , prepare and file with the SEC SEC, to the extent such filings are required by Applicable Law in connection with the transactions contemplated hereby, a proxy statement in preliminary form Proxy Statement of Liberty Parent relating to the Stockholders Meeting meeting of the stockholders of Liberty Parent to be held for the purposes of obtaining the Liberty Parent Stockholder Approval (such proxy statement, including any amendment postponement, adjournment or supplement theretorecess thereof, the “Liberty Parent Stockholders Meeting”) therein, and any amendments or supplements thereto necessary to complete the review of the Proxy Statement by the SEC (the “Proxy Statement”). The Company Liberty Parent shall promptly notify disseminate the Proxy Statement to the stockholders of Liberty Parent following completion of the receipt review of all comments from the Proxy Statement by the SEC. The Parties shall cooperate in preparing and 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 information concerning Schlumberger US, Schlumberger Canada, the Schlumberger US Targets, Schlumberger Canada Target or the Business, as may be reasonably requested by Liberty Parent or required by Applicable Law in connection with the preparation and filing of the Proxy Statement and any necessary amendments or supplements thereto (or such other filings as may be necessary under Applicable Law). Liberty Parent shall, as promptly as practicable 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 and of received by Liberty Parent from the SEC, including any request by from the SEC for any amendment amendments or supplement supplements thereto (or for additional information such other filings as may be necessary under Applicable Laws), and shall promptly provide to Parent the Schlumberger Parties with copies of all other material or substantive correspondence between it and its Representatives, on the Company and/or one hand, and the SEC, on the other hand. Notwithstanding the foregoing, prior to filing the Proxy Statement or responding to any comments of its Representatives and the SEC with respect to the Proxy Statement. The Company thereto, Liberty Parent shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act Schlumberger Parties and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on such document or response (including the Proxy Statement and any amendments proposed final version of such document or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoresponse) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all the comments reasonably proposed by of Schlumberger US in connection with any such document or response. None of the Schlumberger Parties, Liberty Parent or its legal counsel on their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the Proxy Statement (SEC, or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any member of the Acquired Companies occursstaff thereof, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC respect of the Proxy Statement in accordance unless it consults with the first sentence of this Section 7.3other Party in advance and, shall on a weekly basis run a broker search for a deemed record date of 20 business days after to the date of such searchextent permitted by the SEC, allows the other Party to participate.
Appears in 1 contract
Samples: Registration Rights Agreement (Liberty Oilfield Services Inc.)
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a proxy statement in preliminary and a form relating to the Stockholders Meeting of proxy (such proxy statement, including together with any amendment amendments thereof or supplement supplements thereto, in the “form delivered to the stockholders of Parent, the "Proxy Statement”). The Company shall promptly notify ") relating to Parent Stockholders Meeting and the vote of the receipt stockholders of all comments from the SEC Parent with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives this Agreement and the SEC with respect to the Proxy Statementtransactions contemplated hereby. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall Parent will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Parent shall use all reasonable efforts to cause the Proxy Statement to be cleared with the SEC as promptly as reasonably practicable thereafter, and shall ensure that take any and all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the Proxy Statement includes: (i) the opinion issuance of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this AgreementPurchase Price Shares. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable Seller an opportunity to review and comment on upon the Proxy Statement prior to any filing with the SEC. Seller shall use all reasonable efforts to cooperate with Parent in connection with the preparation and any amendments or supplements thereto (and to review and comment on any comments clearance of the SEC Proxy Statement. Without limiting the generality of the foregoing, Parent and Seller shall each notify the other as promptly as practicable upon becoming aware of any event or its staff on circumstance which should be described in an amendment of, or a supplement to, the Proxy Statement or any amendments or supplements thereto) and any other documents related Statement. To the extent required to comply with the federal securities laws, upon notification by Seller to Parent pursuant to the Stockholders Meeting preceding sentence and prior to filing such documents the Parent Stockholders Meeting, Parent shall use all reasonable efforts to prepare and file with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then Statement reflecting such event or circumstance. (b) The Proxy Statement shall include the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders recommendation of the Company. The Company, commencing upon the submission to the SEC Board of the Proxy Statement Directors of Parent in accordance with the first sentence favor of this Agreement. Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search5.13.
Appears in 1 contract
Proxy Statement. The Company (a) Buyer Parent shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC a proxy statement in preliminary form relating SEC, subject to prior notice to the Stockholders Meeting (such proxy statementSeller Parties, including any amendment or supplement theretoas promptly as practicable after the date hereof, the “Proxy Statement”), which shall, subject to Section 5.8, include the Buyer Parent Board Recommendation. The Company Buyer Parent shall promptly notify Parent of the receipt of all comments from the SEC with respect to ensure that the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply 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 included in the Proxy Statement. Buyer Parent shall (i) obtain and furnish the information required to be included in the Proxy Statement, (ii) promptly after its receipt thereof, provide the Seller Parties with copies of all correspondence between Buyer Parent and its Representatives, on the one hand, and the rules SEC and regulations thereunderits staff, and shall ensure that on the other hand, relating to the Proxy Statement includes: (i) and advise the opinion Seller Parties of any oral comments from the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and SEC, (iii) disclosure 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 compensationSEC as soon as reasonably practicable after such filing, if any(v) cause the Proxy Statement to be mailed to Buyer Parent’s stockholders at the earliest reasonably practicable date after the date of SEC clearance and (vi) subject to Section 5.8, paid use its reasonable best efforts to such financial advisor obtain the necessary approval of the Equity Issuance by Buyer Parent’s stockholders. If, at any time prior to the Special Meeting, any information relating to the Buyer Parties, the Company and Seller Parties, any of their respective Affiliates, during this Agreement or the three year period prior Transactions (including the Equity Issuance), should be discovered by the Buyer Parties or the Seller Parties which should be set forth in an amendment or supplement to the date of this Agreement. Parent and the Company each agree Proxy Statement, so that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the Party that discovers such information shall consult with Parent promptly notify the other Party, and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement describing such information shall promptly be prepared by Buyer Parent and filed with the SEC, and to the Proxy Statementextent required by applicable Law, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchBuyer Parent.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hudson Pacific Properties, Inc.)
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) , the Company shall prepare and file with the SEC SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, a proxy statement in preliminary form relating connection with a meeting of the Company's stockholders (the "Stockholders Meeting") to consider the Stockholders Meeting Merger (such proxy statement, including any amendment as amended or supplement theretosupplemented, is herein referred to as the “"Proxy Statement”"). The Company shall as promptly as practicable (i) notify Parent of (A) the receipt of all any oral or written comments from the SEC with respect to the Proxy Statement and of (B) any request by the SEC for any amendment or supplement thereto to the Proxy Statement or for additional information and shall promptly (ii) provide to Parent with copies of all written correspondence between the Company and/or any of its Representatives and the SEC or members of its staff with respect to the Proxy Statement. The Company shall use its reasonable best efforts Notwithstanding anything to promptly provide responses the contrary in SECTION 6.1(a), prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect to all comments received on thereto, the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments such document or supplements thereto response, (and to review and comment on any comments of the SEC ii) shall include in such document or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent (which approval shall not be unreasonably withheld or delayed). The Proxy Statement shall contain the recommendation of the Board of Directors in favor of the Merger. Notwithstanding anything herein to the contrary, if (x) the Company receives a Superior Proposal which was unsolicited and did not otherwise result from a breach of SECTION 5.2 and (y) the Board of Directors has determined (in good faith after consultation with its outside legal counsel on counsel) that the failure to take such action would be inconsistent with the fiduciary duties of the Board of Directors under applicable law, the Board of Directors may, as long as at such time such Takeover Proposal continues to be a Superior Proposal, determine (A) not to make or may withdraw, modify or change, such recommendation (provided that such determination shall not allow the Company to fail to file, mail and clear with the SEC the Proxy Statement (or any amendments or supplements thereto) and such other documents related to hold the Stockholders MeetingMeeting as described herein). If any event relating to any of the Acquired Companies occursThe Company may, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement it has complied with the SEC andprovisions of SECTION 5.2 and this SECTION 6.1 and if it receives a Takeover Proposal (which is reasonably likely to result in a Superior Proposal) which was unsolicited and did not otherwise result from a breach of SECTION 5.2, if appropriate, mail such amendment or supplement to delay the stockholders of the Company. The Company, commencing upon the submission to the SEC mailing of the Proxy Statement or the holding of the Stockholders Meeting, in accordance with each case, for such time (not to exceed five Business Days) as is necessary for the first sentence Board of this Section 7.3Directors to consider such Takeover Proposal and to determine the effect, shall if any, on a weekly basis run a broker search for a deemed record date its recommendation in favor of 20 business days after the date of such searchMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Information Holdings Inc)
Proxy Statement. The (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time and the end of any “subsequent offering period” permitted pursuant to this Agreement, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statementSEC, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and of any Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request by in connection with the preparation and filing with the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Subject to applicable Law, the Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the applicable provisions SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Exchange Act Company, Parent and the rules and regulations thereunder, and Acquisition Sub shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted promptly correct any information provided by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and it or any of their its respective Affiliatesdirectors, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it officers, employees, affiliates, agents or other representatives for inclusion use in the Proxy Statement will, at if and to the date of mailing to stockholders of the Company extent that such information shall have become false or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingrespect. The Company shall consult take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with Parent the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent Parent, Acquisition Sub and its their counsel with a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any amendments comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or supplements thereto (other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Proxy Statement or Company shall give reasonable and good faith consideration to any amendments or supplements theretocomments made by Parent, Acquisition Sub and their counsel) and any other documents related and, to the Stockholders Meeting prior extent deemed appropriate by the Company in its reasonable discretion, to filing such documents participate in any discussions with the SEC or other applicable Governmental Authority and mailing its staff regarding any such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchcomments.
Appears in 1 contract
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement Agreement, the Company will (but in any event no later than 10 business days following a) duly call, set a record date for, give notice of, convene and hold the date Company Stockholders Meeting solely to approve the Merger and the consummation of the transactions contemplated by this Agreement, (b) prepare and file with the SEC a preliminary proxy statement in preliminary form relating which will include all information pertaining to the Stockholders Meeting transactions contemplated hereby or as otherwise required by the Exchange Act for inclusion or incorporation by reference therein, (such proxy statement, including c) promptly respond to any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement preliminary proxy statement, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall (d) cause the Proxy Statement to comply in all material respects with be mailed to the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Company Stockholders. The Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement willwill not, at the date of mailing mailed to stockholders of the Company or Stockholders, at the time of the Stockholders Company Stockholder's Meeting, or at 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 the statements therein, in light of the circumstances under which they were are made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on If before the Proxy Statement and Effective Time, any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed matter is discovered by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed set forth in an amendment or a supplement to the Proxy Statement, then the Company shall will promptly inform the Parent thereof in writing and shall promptly file such amendment prepare and distribute appropriate amendments or supplement with the SEC and, if appropriate, mail such amendment or supplement supplements to the stockholders Proxy Statement. Except as permitted by Section 5.6(c), the Board of Directors of the Company. The CompanyCompany will at all times prior to and during the Company Stockholders Meeting, commencing upon the submission recommend to the SEC Company Stockholders the adoption of this Agreement, the Merger and the transactions contemplated hereby and will use its best efforts to solicit such approval by the Company Stockholders. Without limiting the generality of the Proxy Statement in accordance with foregoing, the Company's obligation pursuant to the first sentence of this section will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Proposal (each as defined in Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search5.6).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Technical Products Inc)
Proxy Statement. The If Company Stockholder Approval is required under NJBCA, then, in accordance with all applicable Laws, the Company Charter and the Company Bylaws, as promptly as practicable after the Share Acceptance Time, the Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreementi) prepare and file with the SEC a proxy statement in preliminary form relating to this Agreement and the Stockholders Meeting Transactions, including the Merger (such proxy statement, including any amendment as amended or supplement theretosupplemented, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect , (ii) subject to Section 6.3(e), including in the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives Board Recommendation, (iii) furnish the information required to be provided to the Company Stockholders proxies pursuant to the NJBCA and the SEC with respect to the Proxy Statement. The Company shall Exchange Act and (iv) use its reasonable best efforts to promptly solicit from the Company Stockholders proxies in favor of the adoption of this Agreement and the approval of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the NJBCA and any other applicable Law and the Company Charter and the Company Bylaws (if applicable) to effect the Merger. The Parent will provide responses the Company with any information which may be required in order to effectuate the SEC with respect to all comments received on preparation and filing of the Proxy Statement from the SECpursuant to this Section 2.3(b). The Company shall cause will notify the Proxy Statement to comply in all material respects with Parent promptly upon the applicable provisions receipt of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of from the SEC or its staff on in connection with the Proxy Statement filing of, or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on to, the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders MeetingStatement. If Whenever any event relating occurs which is required to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then the Company shall will promptly inform the Parent thereof of such occurrence and shall promptly file cooperate in filing with the SEC or its staff, and/or mailing to Company Stockholders, such amendment or supplement supplement. The Company shall cooperate and provide the Parent (and its counsel) with the SEC and, if appropriate, mail such a reasonable opportunity to review and comment on any amendment or supplement to the stockholders Proxy Statement prior to filing such with the SEC, and will provide the Parent with a copy of all such filings made with the CompanySEC. The Company, commencing upon the submission If at any time prior to the SEC Special Meeting any fact or event relating to the Parent or the Purchaser or any of their Affiliates that is required by Law to be set forth in an amendment or supplement to the Proxy Statement in accordance with should occur or be discovered by the first sentence of this Section 7.3Parent or the Purchaser, shall on a weekly basis run a broker search for a deemed record date of 20 business days the Parent or the Purchaser shall, promptly after becoming aware thereof, inform the date Company of such searchfact or event.
Appears in 1 contract
Proxy Statement. The Company shall promptly As soon as reasonably as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , 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 preliminary form relating the Proxy Statement (or any supplement thereto filed pursuant to this Section 4) the Stockholders Meeting unanimous (such proxy statement, including any amendment or supplement thereto, of those directors that were present) recommendation of the Buyer Board that the shareholders of the Buyer vote in favor of this Agreement and the adoption of this Agreement (the “Proxy StatementBuyer Recommendation”). The Company Buyer shall respond to any comments of the SEC or its staff and shall cause the Proxy Statement to be mailed to its shareholders at the earliest practicable time after the resolution of any such comments. Buyer shall notify Target promptly notify Parent of upon the receipt of all any comments from the SEC with respect to the Proxy Statement or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for any amendment amendments or supplement thereto or for additional information supplements to the Proxy Statement and shall promptly provide to Parent supply Target with copies of all correspondence between the Company and/or Buyer or any of its Representatives representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company Provided that there shall have been no change in the Buyer Recommendation, Buyer shall use its commercially reasonable best efforts to promptly provide responses obtain the Requisite Buyer Stockholder Approval. Buyer shall use commercially reasonable efforts to cause all documents that Buyer is responsible for filing with the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement or other regulatory authorities under this Section 4 to comply in all material respects with the all applicable provisions requirements of the Exchange Act law and the rules and regulations promulgated thereunder. Target shall use commercially reasonable efforts to provide, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred or to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensationcause to be provided, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it Buyer for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (all information regarding Target and its Affiliates that may be required by applicable law and the rules and regulations promulgated thereunder to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholdersbe so included. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If Whenever any event relating occurs which is required to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then Target or Buyer, as the Company case may be, shall promptly inform Parent thereof the other of such occurrence and shall promptly file cooperate 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, or mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of its shareholders the Proxy Statement in accordance with the first sentence of this Section 7.3Statement, shall any amendment thereto, any other soliciting material or any such other documents without providing Target a reasonable opportunity to review and comment on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchdocuments.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Victor Industries Inc)
Proxy Statement. The Subject to the prior satisfaction of the condition set forth in Section 2.6(b)(i), if the Shareholder Approval is required under Nevada Law in order to consummate the Merger, as promptly as practicable after the consummation of the Offer, the Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC a proxy statement in preliminary form relating connection with the Shareholder Meeting (together with any amendments and supplements thereto and any other required proxy materials) and as soon as practicable thereafter mail (or cause to be mailed) to the Company Common Stockholders such proxy statement and all other proxy materials for the Shareholder Meeting (such proxy statement, including any amendment or supplement theretostatement and other proxy materials collectively, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC , and if necessary in order to comply with respect to applicable securities Laws, after the Proxy Statement and of any request by the SEC for any amendment shall have been so mailed, promptly circulate amended, supplemental or supplement thereto or for additional information and shall promptly provide supplemented proxy materials, and, if required in connection therewith, resolicit proxies. Subject to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on Section 1.2(b), the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, contain the Company Board Recommendation. Each of Parent and any of their respective Affiliates, during the three year period prior Merger Sub shall promptly furnish to the date of this Agreement. Company in writing all information concerning Parent and Merger Sub that may be required by applicable securities Laws or reasonably requested by the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders Statement. Each of the Company Company, on the one hand, and Parent and Merger Sub, on the other hand, shall promptly correct or at supplement any information provided by it for use in the time of Proxy Statement if and to the Stockholders Meeting, contain any untrue statement of a material fact extent that such information shall have become false or omit to state misleading in any material fact respect or as otherwise required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingby applicable Law. The Company shall consult take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with Parent the SEC and disseminated to the Company Common Stockholders, in each case as and to the extent required by applicable securities Laws. The Company shall provide Parent Parent, Merger Sub and its their counsel with a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall provide to Parent, Merger Sub and their counsel any amendments comments the Company or supplements thereto (its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly upon receipt thereof, and the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on participate in the formulation of any response to any such comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchstaff.
Appears in 1 contract
Proxy Statement. (a) The Company and Newco shall promptly furnish --------------- to each other all information concerning such person or such person's business that is required for the Proxy Statement. The Company shall, as soon as practicable after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) hereof, prepare and file (after providing Newco with a reasonable opportunity to review and comment thereon) the Proxy Statement (including the Schedule 13E-3) with the SEC and shall use its reasonable efforts to respond to any comments of the SEC (after providing Newco with a proxy statement in preliminary form relating reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Stockholders Meeting Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff of the SEC; provided, however, that in no event shall the Company file the preliminary Proxy -------- ------- Statement with the SEC any later than January 31, 2001 (such proxy statement, including any amendment or supplement thereto, unless Newco shall have failed to cooperate with the “Proxy Statement”preparation thereof as contemplated by this Section 5.10). The Company shall notify Newco promptly notify Parent of the receipt of all any comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment amendments or supplement thereto supplements to the Proxy Statement or for additional information and shall promptly provide to Parent supply Newco with copies of all correspondence between the Company and/or or any of its Representatives representatives, on the one hand, and the SEC SEC, on the other hand, with respect to the Proxy StatementStatement or the Transactions. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that thereunder applicable to the Proxy Statement includes: and the solicitation of proxies for the Stockholder Meeting (i) including any requirement to amend or supplement the opinion Proxy Statement). Newco shall cooperate with the Company in the preparation of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary Proxy Statement, and without limiting the generality of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parentforegoing, the Company and Newco shall promptly furnish to the other such information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any of their respective Affiliates, during the three year period change in such information. If at any time prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company Stockholder Meeting there shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If occur any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof prepare and shall promptly file mail to its stockholders such an amendment or supplement; provided, however, that no such amendment or -------- ------- supplement to the -39- Proxy Statement will be made by the Company without providing Newco the reasonable opportunity to review and comment thereon and without the approval of Newco, which approval shall not be unreasonably withheld. To the extent practicable, the Company and its counsel shall (and the Company shall cause the Special Committee and its counsel to) permit Newco and its counsel to participate in all communications with the SEC andand its staff, if appropriateincluding all meetings and telephone conferences, mail such amendment or supplement relating to the stockholders Proxy Statement, this Agreement or the Transactions; provided, however, that in the event that such -------- ------- participation by Newco is not practicable, the Company (or the Special Committee) shall promptly inform Newco of the Company. The Company, commencing upon content of all such communications and the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchparticipants involved therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Manhattan Acquisition Corp)
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file with the SEC a proxy statement in preliminary form relating Subject to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent accuracy of the receipt of all comments from the SEC with respect to the Proxy Statement representations and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions warranties of the Exchange Act and the rules and regulations thereunderSeller set forth in paragraph 31 of Exhibit B, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it Buyer for inclusion in the Proxy Statement willwill not, at on the date of mailing the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company or at the time of the Stockholders MeetingSeller, 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 the light of the circumstances under which they were are made, not misleading, and will not, at the time of the Seller Stockholders Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Seller Stockholders Meeting which shall have become false or misleading in any material respect. Notwithstanding the foregoing, Buyer makes no representation or warranty with respect to any information supplied by or on behalf of the Seller for inclusion in the Proxy Statement. EXHIBIT D PROCEDURE FOR INDEMNIFICATION Subject to the limitations set forth in Article 4 of the Agreement, the party seeking to be indemnified (the “Indemnified Party”) will promptly give written notice hereunder to the party from which it seeks to be indemnified by (the “Indemnifying Party”) after obtaining notice of any claim as to which recovery may be sought against the Indemnifying Party. However, the right to indemnification hereunder will not be affected by any delay in or failure of an Indemnified Party to give any notice, unless, and then only to the extent that, the rights and remedies of the Indemnifying Party will have been prejudiced as a result of the failure to give, or delay in giving, notice. If the indemnity claim arises from the claim of a third-party, the Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting from such claim at the Indemnifying Party’s cost and expense. If the Indemnifying Party fails to notify an Indemnified Party of its election to defend any such claim or action by a third party with respect to which it has the option to defend within 30 days after the Indemnifying Party receives notice of such claim or action, then the Indemnifying Party will be deemed to have waived its right to defend such claim or action. If the Indemnifying Party assumes the defense of a third-party claim, the obligations of the Indemnifying Party as to such claim will include taking all steps necessary in the defense or settlement of such claim or litigation and holding the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation. The Company Indemnifying Party shall consult with Parent and provide Parent and its counsel with not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a reasonable opportunity to review and comment judgment of dismissal on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments merits without costs) except with the written consent of the SEC Indemnified Party, or its staff on enter into any settlement (except with the Proxy Statement written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or any amendments or supplements thereto) and any other documents related the plaintiff to the Stockholders Meeting prior to filing Indemnified Party a release from all liability in respect of such documents with the SEC claim or other applicable Governmental Authority and mailing such documents to the Company’s stockholderslitigation. The Company shall consider non-defending party may, with counsel of its choice and at its expense, participate in the defense of any such claim or litigation. If the Indemnifying Party does not assume the defense of any such claim or litigation by a third-party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate. The Indemnified Party may not settle such claim or litigation without the written consent of Indemnifying Party, which consent may not be unreasonably withheld. The Indemnifying Party will promptly pay or reimburse the Indemnified Party for all expenses in defending any claim, for the amount of any settlement, and for all damages incurred by the Indemnified Party in connection with any such claim or litigation. Notwithstanding the foregoing, if an Indemnified Party determines in good faith all comments reasonably proposed by Parent that there is a reasonable probability that a Proceeding may adversely affect it or its legal counsel on Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Proxy Statement (Indemnified Party may at the Indemnifying Party’s sole cost and expense, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the Indemnifying Party will not be bound by any determination of a Proceeding so defended or any amendments compromise or supplements thereto) settlement effected without its consent (which may not be unreasonably withheld). Seller and such other documents related Buyer hereby consent to the Stockholders Meetingnon exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the xxxxxx alleged therein, and agree that process may be served on Seller with respect to such a claim anywhere in the world. If any event relating With respect to any third-party claim subject to indemnification under this Exhibit D: (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person reasonably informed of the Acquired Companies occursstatus of such third-party claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, or if and (ii) the Company becomes aware parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any informationthird-party claim. With respect to any third-party claim subject to indemnification under this Exhibit D, that should be disclosed the parties agree to cooperate in an amendment or supplement such a manner as to preserve in full (to the Proxy Statementextent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, then each party agrees that: (i) it will use its best efforts, in respect of any third-party claim in which it has assumed or participated in the Company shall promptly inform Parent thereof defense, to avoid production of confidential information (consistent with Applicable Law and shall promptly file such amendment rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or supplement with participating in the SEC anddefense of any third-party claim shall, if appropriate, mail such amendment or supplement to the stockholders of the Companyextent possible, be made so as to preserve any applicable attorney-client or work-product privilege. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.EXHIBIT E FORM OF SELLER OPINION LETTER Omitted EXHIBIT F FORM OF BUYER OPINION LETTER Omitted EXHIBIT G FORM OF NON-COMPETITION AGREEMENT Omitted
Appears in 1 contract
Samples: Stock Purchase Agreement (Nbty Inc)
Proxy Statement. The Company shall (i) As promptly after the date of this Agreement (but in any event no later than 10 business days as practicable following the date execution and delivery of this Agreement) , Parent shall, in accordance with this Section 7.1(a), prepare and file with the SEC SEC, in preliminary form, a proxy statement in preliminary form relating to connection with the Stockholders Meeting Transactions (such proxy statement, including any amendment as amended or supplement theretosupplemented, the “Proxy Statement”) to be sent to the stockholders of Parent relating to the Special Meeting, for the purpose of, among other things: (A) providing Parent’s stockholders with the opportunity to redeem shares of Parent Class A Stock (the “Parent Stockholder Redemption”); and (B) soliciting proxies from holders of Parent Class A Stock to vote at the Special Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the issuance of shares of Parent Class A Stock in connection with Section 2.6; (3) the amendment and restatement of the Parent Organizational Documents in the form of the Parent A&R Charter attached hereto as Exhibit A; and (4) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “Parent Stockholder Matters”). The Company shall promptly notify Parent Without the prior written consent of the receipt of all comments from Stockholder Representative and the SEC with respect Company (each such consent not to be unreasonably withheld, conditioned or delayed), the Parent Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent’s stockholders at the Special Meeting. The Proxy Statement will comply as to form and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects substance with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder, . Parent shall file the definitive Proxy Statement with the SEC and shall ensure that cause the Proxy Statement includesto be mailed to its stockholders of record, as of the record date to be established by the board of directors of Parent, as promptly as practicable (but in no event later than five Business Days except as otherwise required by Applicable Legal Requirements) following the earlier to occur of: (iY) in the opinion event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the financial advisor referred to waiting period in Section 6.1(c)(ii)Rule 14a-6(a) under the Exchange Act; or (iiZ) a fair summary in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure completion of the compensation, if any, paid to review by the SEC (such financial advisor by Parentearlier date, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the “Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchClearance Date”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gores Holdings II, Inc.)
Proxy Statement. The Company shall (a) As promptly as reasonably practicable after the date of this Agreement hereof (but and in any event no later than 10 business days following event, within twenty (20) Business Days after the date of this Agreement) hereof), the Company shall prepare and file with the SEC a preliminary proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including together with any amendment amendments thereof or supplement supplements thereto, the “Proxy Statement”). The , and each of the Company and Parent Holdco shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents required by the Exchange Act in connection with the Merger and the other transactions contemplated hereby, and Parent Holdco and the Company shall promptly notify Parent cooperate with each other in connection with the preparation of the receipt of all comments from the SEC with respect to the Proxy Statement and any such other filings. Subject to Section 5.2, the Proxy Statement shall include the Company Recommendation; provided, that if the Company Board shall have effected a Change of any request by Recommendation in accordance with Section 5.2, then in submitting this Agreement to the SEC Company’s stockholders, the Company Board may submit this Agreement to the Company’s stockholders without the Company Recommendation, in which event the Company Board may communicate the basis for any its lack of recommendation to the Company’s stockholders in the Proxy Statement or an appropriate amendment thereof or supplement thereto or for additional information and thereto. Notwithstanding any Change of Recommendation, unless this Agreement shall promptly provide to Parent copies of all correspondence between have been terminated, the Company and/or any of its Representatives shall be nonetheless required to hold the Stockholders Meeting and submit this Agreement to the Company’s stockholders thereat. Parent Holdco and the SEC Company agree to provide or cause to be provided all information with respect to the Proxy Statement. The Company shall use itself, its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act Affiliates and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during Representatives as may be reasonably requested by the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it other party for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain and any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsuch other filings. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on include in the Proxy Statement (i) the Fairness Opinion, in its entirety, together with a summary thereof, and any amendments or supplements thereto (and to review and comment on any comments ii) the information required by Section 262(d)(2) of the SEC or its staff on DGCL such that the Proxy Statement or any amendments or supplements theretoconstitutes a notice of appraisal rights under Section 262(d)(2) and any other documents related to of the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholdersDGCL. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on use reasonable best efforts to cause the Proxy Statement (or any amendments or supplements thereto) and such other documents related when filed to comply as to form, in all material respects, with the Stockholders Meeting. If any event relating to any provisions of the Acquired Companies occursExchange Act, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to rules and regulations promulgated thereunder and the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders rules of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchNYSE.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Brass & Copper Holdings, Inc.)
Proxy Statement. The Company Following delivery to Accessity of the audited balance sheets as of December 31, 2003 and the related statements of income and changes in financial position or cash flows, as appropriate, for the period then ended for each of the Acquired Companies and subject to the reasonable satisfaction of Accessity with same and with the results of its due diligence investigation of the Acquired Companies as of such time, promptly thereafter, Accessity shall promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement) prepare and file cause to be filed with the SEC a proxy statement in preliminary form relating Proxy Statement with respect to the Stockholders Accessity Special Shareholders' Meeting (such proxy statement, including the "PROXY STATEMENT") and any amendment or supplement theretoother documents required by the Securities Act, the “Proxy Statement”Exchange Act or any other federal, foreign or state Blue Sky or related laws in connection with the Share Exchange and the transactions contemplated by this Agreement (collectively, "OTHER FILINGS"). The Company shall promptly Accessity will notify Parent each of the receipt Acquired Companies of all any comments from the SEC with respect to the Proxy Statement or its staff or any other Governmental Body and of any request by the SEC or its staff or any other Governmental Body for amendments to the Proxy Statement or any amendment or supplement thereto Other Filings or for additional information and shall promptly provide to Parent will supply each of the Acquired Companies with copies of all correspondence between the Company and/or Accessity and any of its Representatives Advisors or representatives, on the one hand, and the SEC or its staff or any other Governmental Body, on the other hand, with respect to the Proxy Statement, any Other Filings or the Share Exchange. The Company Accessity shall use its all commercially reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (Other Filings to comply with the rules and regulations promulgated by the SEC and to review and comment on respond promptly to any comments of the SEC or its staff on or any other Governmental Body. Accessity will use all reasonable efforts to cause the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior be mailed to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on Accessity's shareholders, as promptly as practicable after the Proxy Statement (or any amendments or supplements thereto) is permitted to be mailed under the rules and such other documents related to regulations promulgated by the Stockholders MeetingSEC. If any event relating to any Each of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof furnish to Accessity all information concerning such Acquired Company and shall promptly file such amendment Acquired Company's shareholders that may be required or supplement reasonably requested in connection with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of any action contemplated by this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchSECTION 11.6.
Appears in 1 contract
Proxy Statement. The Company shall promptly (a) As soon as practicable after the date of this Agreement hereof (but and in any event no later than 10 business days following event, but subject to Parent’s timely performance of its obligations under this Section 7.4(a), within fifteen (15) Business Days hereof), the date of this AgreementCompany shall (i) prepare and file the Proxy Statement with the SEC under the Exchange Act, (ii) use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as soon as practicable; (iii) use its commercially reasonable efforts to mail to the holders of shares of Company Common Stock a proxy statement Proxy Statement as promptly as practicable after clearing comments received from the SEC or after being notified by the SEC that the Proxy Statement will not be subject to review by the SEC, and (iv) otherwise comply in preliminary form relating all material respects with all legal requirements applicable to the Stockholders Meeting (such proxy statement, including any amendment or supplement theretoMeeting. Subject to applicable Laws, the “Company and Parent (with respect to itself and Merger Sub) shall each (i) upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement”); and (ii) otherwise cooperate with the other in the preparation of the Proxy Statement. The Company shall promptly notify Parent promptly of the receipt of all any comments from of the SEC or the SEC Staff with respect to the Proxy Statement and of any request by the SEC or the SEC Staff for any amendment or supplement thereto or for additional information and shall promptly provide as soon as reasonably practicable to Parent copies of all correspondence between the Company and/or or any Representative of its Representatives the Company and the SEC or the SEC Staff with respect to the Proxy Statementthereto. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide give Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement prior to such documents being filed with the SEC or disseminated to holders of shares of Company Common Stock and any amendments or supplements thereto (shall give Parent and its counsel a reasonable opportunity to review and comment on any all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC or its staff on the SEC Staff and to cause the Proxy Statement or any and all required amendments or and supplements thereto) and any other documents related thereto to be mailed to the holders of shares of Company Common Stock entitled to vote at the Stockholders Meeting prior to filing such documents with at the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchearliest practicable time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (A.C. Moore Arts & Crafts, Inc.)
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , Parent, Merger Sub and the Company shall jointly prepare and the Company shall file with the SEC a the proxy statement in preliminary form of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting Meeting") to be 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. (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”"NASD"). The Parent, Merger Sub or the Company, as the case may be, shall furnish all information concerning Parent, Merger Sub or the Company shall promptly notify Parent as the other party may reasonably request in connection with such actions and the preparation of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide other filings required to Parent copies of all correspondence between the Company and/or any of its Representatives be made in connection within this Agreement and the SEC with respect to transactions contemplated hereby (collectively, the Proxy Statement"Other Filings"). The Company shall use its reasonable best efforts to As promptly provide responses to the SEC with respect to all comments received on as practicable the Proxy Statement from will be mailed to the SECstockholders of the Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and of 1933, as amended (the "Securities Act"), (iii) the rules and regulations thereunderof 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 favor of the adoption of this Agreement and the Merger; provided, and shall ensure however, that subject to Section 5.10(b), the 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 includes: (i) wxxx xe made without the opinion approval of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary each of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company and any under applicable Laws. Each of their respective AffiliatesParent, during the three year period prior to the date of this Agreement. Parent Merger Sub and the Company each agree that none will advise the other, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. The information supplied by it the Company for inclusion in the Proxy Statement willshall not, at (i) the date of mailing time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company or at Company, (ii) the time of the Company 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 in the Proxy Statement or necessary in order to make the statements 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 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 Proxy Statement, the Company shall consult with promptly inform Parent and provide 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 its counsel with a reasonable opportunity to review and comment on Merger Sub for inclusion in the Proxy Statement and any amendments or supplements thereto shall not, at (and to review and comment on any comments of i) the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on time the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any amendment of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement) are first mailed to the stockholders the Company, then (ii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the 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 Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement All documents that Parent and Merger Sub are responsible for filing in accordance connection with the first sentence transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of this Section 7.3Law, shall on a weekly basis run a broker search including Delaware Corporate Law, the Securities Act and the Exchange Act. The information supplied by any party for a deemed record date of 20 business days after the date of such searchinclusion in another party's Other Filing will be true and correct in all material respects.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date execution of this Agreement (but Agreement, and in any event no later than 10 business within twenty one (21) days following the date of this Agreement) hereof, Seller shall prepare and file with the SEC Securities and Exchange Commission (the “SEC”) a proxy statement in preliminary statement, together with a form of proxy, relating to the Stockholders Seller Stockholders’ Meeting (such proxy statement, including as defined below) (together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”). The Company ) and shall promptly notify Parent of the receipt of all comments from the SEC with respect use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Each of Seller and of Buyer shall use its commercially reasonable efforts to respond to any request comments made by the SEC for and, if required, to amend or supplement the Proxy Statement. Each of Seller and Buyer shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the execution of this Agreement, Seller shall mail the Proxy Statement to its stockholders. Notwithstanding the foregoing, Seller shall not mail the Proxy Statement, or any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunderthereto, and shall ensure that the Proxy Statement includes: without (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel providing Buyer with a reasonable opportunity to review and comment on the Proxy Statement thereon and (ii) including therein any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on Buyer. Seller’s Board of Directors shall recommend approval of this Agreement and the transactions contemplated herein by Seller’s stockholders, and the Proxy Statement shall contain such recommendation. Seller will provide Buyer with copies of all correspondence between Seller (or any amendments or supplements theretoits Representatives) and such other documents related to the Stockholders Meeting. If any event SEC relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 1 contract
Samples: Stock Purchase Agreement (Pemco Aviation Group Inc)
Proxy Statement. The Company shall (i) As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC SEC, a proxy statement in preliminary form to be filed with the SEC and sent to the stockholders of Acquiror relating to the Stockholders Special Meeting (such proxy statement, including together with any amendment amendments or supplement supplements thereto, the “Proxy Statement”). The Company shall promptly notify Parent Each of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives Acquiror and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and promulgated by the SEC. Acquiror shall ensure that use its reasonable best efforts to have the Proxy Statement includes: cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (iincluding Nasdaq) in connection with the opinion Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of SEC. To the financial analysis conducted extent not prohibited by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during Acquiror shall provide the three year period prior to the date of this Agreement. C Preferred Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent Investor and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on Other Document before any comments of the SEC or its staff on the Proxy Statement such document or any amendments pre-effective amendment thereto is submitted or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents filed with the SEC (but in any event no less than three (3) Business Days prior to such submission or other applicable Governmental Authority filing), and mailing such documents to the Company’s stockholders. The Company Acquiror shall consider in give reasonable and good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating consideration to any of comments made by the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform C Preferred Parent thereof Investor and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchits counsel.
Appears in 1 contract
Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.)
Proxy Statement. The Company shall promptly after the date of this Agreement (but in any event no later than 10 a) If required by applicable law, within 15 business days following the date execution of this Agreement) prepare , with all reasonable and necessary assistance from Parent and Purchaser, the Company shall file the Proxy Statement with the SEC a proxy statement under the Exchange Act, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. The Proxy Statement shall comply with all provisions of the Exchange Act, including, without limitation, Rule 14a-9 thereunder. Parent, Purchaser and the Company shall cooperate with each other in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, preparation of the “Proxy Statement”). The , and the Company shall promptly notify Parent of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent promptly copies of all correspondence between the Company and/or or any representative of its Representatives the Company and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC, and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to comply be mailed to the holders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable time. (b) If any event shall occur as a result of which it is necessary, in all material respects with the applicable provisions opinion of legal counsel to Parent or the Exchange Act and the rules and regulations thereunderCompany, and shall ensure that to amend the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, Proxy Statement not misleading in light of the circumstances under which they were madeexisting at the time it is delivered to a holder of Common Stock, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.forthwith 16
Appears in 1 contract
Samples: Agreement and Plan of Merger (Audio Communications Network Inc)
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (Agreement, but in any no event no later than 10 business days following the earlier of fourteenth (14th) Business Day after the date hereof or prior to the filing or furnishing of this Agreement) prepare and file with the SEC a any proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including connection with any amendment or supplement theretoother Acquisition Transaction, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to prepare the Proxy Statement and of any request by cause all required filings to be filed with the SEC for any amendment or supplement thereto or for additional information ISA and shall promptly provide furnished to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall use all reasonable efforts (i) to cause the Proxy Statement to comply in with all material respects with the applicable provisions Legal Requirements and (ii) to respond promptly to any comments of the Exchange Act SEC or its staff and any comments of the rules and regulations thereunder, and shall ensure that ISA or its staff. Prior to filing the Proxy Statement includes: (ior any amendment or modification thereto) with the opinion of ISA or the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by ParentSEC, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company (x) shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and any amendments or supplements thereto related correspondence and filings, (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoy) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith to include in such drafts, correspondence and filings all comments reasonably proposed by Parent or Parent, and (z) to the extent reasonably practicable and not prohibited under applicable Law, the Company and its outside legal counsel on shall permit Parent and its outside counsel to participate in all communications, if any, with the Proxy Statement ISA, the SEC or NASDAQ, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any amendments or supplements thereto) and such other documents related to of the Stockholders Meetingtransactions contemplated hereby. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file the Company shall, in accordance with the procedures set forth in this Section 6.2 prepare such amendment or supplement with as soon thereafter as is reasonably practicable and to the SEC andextent required by applicable Law, if appropriate, mail cause such amendment or supplement to be promptly distributed to the stockholders shareholders of the Company. The Company, commencing upon the submission to the SEC of Company shall not include in the Proxy Statement any information with respect to Parent or its Affiliates, unless the form and content thereof shall have been consented to in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of writing by Parent prior to such searchinclusion and Parent agrees to provide any such information required to be so included under applicable Law.
Appears in 1 contract
Proxy Statement. The a. As promptly as practicable after the execution of this Agreement, the Company shall promptly after prepare and file with the date SEC the preliminary proxy statement to be sent to the stockholders of this Agreement the Company relating to the Company Stockholders' Meeting (but as defined in any Section 6.02) (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), it being understood and agreed that the preliminary proxy statement shall in no event no be filed with the SEC later than 10 business days the twentieth calendar day following the date of this Agreement) prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall respond as promptly notify Parent as practicable to any comments of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. Parent shall furnish all information concerning it to the Company as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall use promptly (but in any event within one business day) notify Parent upon the receipt of any comments from the SEC or its reasonable best efforts staff or any request from the SEC or its staff for amendments or supplements to promptly the Proxy Statement and shall provide responses Parent with copies of all written correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed, except as to each of clauses “(i)” through “(iii)” subject to the right of the Company to make a Change in the Company Recommendation in accordance with Section 6.04(c) of this Agreement (and with respect to every disclosure relating thereto). After all of the comments received on from the SEC have been cleared by the SEC staff (or, if applicable, after the expiration of the applicable period for comment) and all information required to be contained in the Proxy Statement from has been included therein by the SEC. The Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to comply in all material respects with the applicable provisions be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the Exchange Act and record date established by the rules and regulations thereunder, Company Board and shall ensure furnish the information required to be provided to the stockholders of the Company pursuant to the DGCL and any other applicable Law. If at any time prior to the Company Stockholders' Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, is discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the party which discovers such information shall consult with Parent promptly notify the other parties hereto and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then the Company describing such information shall promptly inform Parent thereof and shall promptly file such amendment or supplement be filed with the SEC and, if appropriateto the extent required by applicable Law, mail such amendment or supplement disseminated to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 1 contract
Proxy Statement. The Company shall (a) As promptly as practicable after the date of this Agreement (Agreement, but in any event no later than 10 business forty-five (45) days following the date of this Agreement) , Acquirer, in cooperation with HOVRS, shall prepare and file with the SEC a proxy statement of Acquirer, meeting the requirements of Delaware Law and the Exchange Act and the requirements identified in preliminary form relating Section 6.1(d) hereof (the "Proxy Statement"). Each of Acquirer and HOVRS shall respond to any comments of the Stockholders Meeting (such proxy statementSEC, and Acquirer shall cause the definitive Proxy Statement to be mailed to its stockholders at the earliest practicable time after the Proxy Statement is filed with the SEC, subject to compliance with the Exchange Act, including any amendment or supplement theretowithout limitation Rule 14a-6 thereunder, but in no event later than five (5) Business Days following the “date on which the SEC shall have advised that it has no further comments regarding the Proxy Statement”); provided, however, that if the SEC Staff advises Acquirer that it will not review the Proxy Statement, Acquirer shall cause the Proxy Statement to be mailed to its stockholders no later than twenty (20) Business Days after it is so advised. The Company Each of Acquirer and HOVRS shall notify the other promptly notify Parent of upon the receipt of all any comments from the SEC with respect to the Proxy Statement or its staff or any other Governmental Entity and of any request by the SEC or its staff or any Governmental Entity for any amendment amendments or supplement thereto supplements to the Proxy Statement or for additional information and shall promptly provide to Parent supply the other with copies of all correspondence between the Company and/or such party or any of its Representatives representatives, on the one hand, and the SEC SEC, or its staff or any other Governmental Entity, on the other hand, with respect to the Proxy StatementStatement or the Merger. The Company Each of Acquirer and HOVRS shall use its reasonable best efforts to promptly provide responses to cause all documents that it is responsible for filing with the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement or other regulatory authorities under this Section 6.1 to comply in all material respects with the all applicable provisions requirements of the Exchange Act law and the rules and regulations promulgated thereunder, and shall ensure . Whenever any event occurs that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact is required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then Acquirer or HOVRS, as the Company case may be, shall promptly inform Parent thereof the other of such occurrence and shall promptly file cooperate in filing with the SEC or its staff or any other Governmental Entity, and/or mailing to stockholders of HOVRS and Acquirer, such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchsupplement.
Appears in 1 contract
Proxy Statement. The Company shall As promptly as practicable after the date of this Agreement (but in any event no later than 10 business days following the date execution of this Agreement) , the Company shall prepare and file with the SEC a proxy statement in preliminary form to be sent to the stockholders of the Company relating to the Stockholders Stockholders' Meeting (such proxy statement, including any amendment as amended or supplement theretosupplemented, being referred to herein as the “"Proxy Statement”"). The , and Parent and the Company shall --------------- use their reasonable best efforts to have the Proxy Statement cleared by the SEC promptly after such filing. Parent, Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of all any comments from of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent promptly copies of all correspondence between the Company and/or or any representative of its Representatives the Company and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable the opportunity to review the Proxy Statement, including all amendments and comment on supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and any all required amendments or and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable time. If, at any time prior to the Effective Time, (and i) the Company discovers any event or circumstance relating to review and comment on any comments of the SEC or its staff on the Proxy Statement Company or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occursSubsidiary, or if the Company becomes aware of any informationtheir respective officers or directors, that should is required to be disclosed set forth in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent; and (ii) Parent thereof and shall promptly file such amendment discovers any event or supplement with the SEC andcircumstance relating to Parent or Merger Sub, if appropriateor their respective officers or directors, mail such that is required to be set forth in an amendment or supplement to the stockholders of Proxy Statement, Parent shall promptly inform the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 1 contract
Proxy Statement. The Company shall (i) As promptly after the date of this Agreement (but in any event no later than 10 business days as practicable following the date execution and delivery of this Agreement) , Parent shall, in accordance with this Section 6.1(a), prepare and file with the SEC SEC, in preliminary form, a proxy statement in preliminary form relating connection with the Transactions (as amended or supplemented from time to the Stockholders Meeting (such proxy statement, including any amendment or supplement theretotime, the “Proxy Statement”) to be sent to the stockholders of Parent relating to the Special Meeting, for the purpose of, among other things: (A) providing Parent’s stockholders with notice of the opportunity to redeem shares of Parent Class A Common Stock (the “Parent Stockholder Redemption”); and (B) soliciting proxies from holders of Parent Class A Common Stock to vote at the Special Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the issuance of shares of Parent Class B Common Stock as contemplated by item 3 of subsection (b) of Schedule B; (3) the amendment and restatement of the Parent Organizational Documents in the form of the Parent A&R Certificate attached hereto as Exhibit A and Parent A&R Bylaws attached hereto as Exhibit B; (5) the approval of the Incentive Equity Plan in the form attached hereto as Exhibit C; (6) the election of directors; (7) the adjournment of the Special Meeting; and (8) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “Parent Stockholder Matters”). Without the prior written consent of Professionals GP (not to be unreasonably withheld, conditioned or delayed), the Parent Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent’s stockholders at the Special Meeting. The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement will comply as to form and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to comply in all material respects substance with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder, . Parent shall file the definitive Proxy Statement with the SEC and shall ensure that cause the Proxy Statement includesto be mailed to its stockholders of record, as of the record date to be established by the board of directors of Parent, as promptly as practicable following the earlier to occur of: (iY) in the opinion event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the financial advisor referred to waiting period in Section 6.1(c)(ii); (iiRule 14a-6(a) a fair summary of under the financial analysis conducted by such financial advisor in accordance with applicable LawExchange Act; and (iiiZ) disclosure in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the compensation, if any, paid to completion of the review by the SEC (such financial advisor by Parentearlier date, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for inclusion in the “Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such searchClearance Date”).
Appears in 1 contract
Samples: Business Combination Agreement (FinTech Acquisition Corp. IV)
