Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the 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 SEC. (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading. (iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 6 contracts
Sources: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)
Proxy Statement. (i) As In the case of the Stockholders’ Meeting, promptly following the Call Closing, and (ii) in the case of the Initial Stockholders’ Meeting, as promptly as practicable after following the execution of this AgreementCommencement Date, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed Proxy Statement with the SEC under the Exchange Act, and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the such Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror CIG, the NBCU Entities and the Company agrees to furnish to shall cooperate with each other in the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding preparation of each 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, and the Company or shall notify CIG and the Company’s Subsidiaries NBCU Entities of the receipt of any comments of the SEC with respect to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the each such Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request requests by the SEC for the any amendment or supplement of the Proxy Statement thereto or for additional information. To information and shall promptly provide to CIG and the extent not prohibited by Law, NBCU Entities copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give CIG, the NBCU Entities and their respective counsel shall be given a reasonable opportunity to review and comment on each Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to the holders of shares of Voting Stock, and shall give CIG, the NBCU Entities and their respective counsel a reasonable opportunity to review and comment on 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, CIG and the NBCU Entities agrees to use its reasonable best efforts, after consultation with each other, to respond promptly to all such comments of and requests by the SEC and to cause each Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Voting Stock at the earliest practicable time. The proxy statement to be sent to the stockholders of the Company in connection with the Initial Stockholders’ Meeting and, if necessary, the Stockholders’ Meeting, 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”), shall not, on the date the Proxy Statement and (or any Other Document each time before any such document amendment or supplement thereto) is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and the Company, at the time of the Special Initial Stockholders’ Meeting and, if necessary, at the time of the Stockholders’ Meeting, and at the Effective Time, contain any untrue statement which, at the time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior earlier communication with respect to the Closing solicitation of proxies for the Initial Stockholders’ Meeting or, if necessary, the Stockholders’ Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information relating to Acquirorsupplied by CIG, the Company, any of the Company’s Subsidiaries, NBCU Entities or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth representatives for inclusion in an amendment or supplement to the such Proxy Statement, so that such document would include any misstatement of a . Such Proxy Statement shall comply in all material fact or omit respects as to state any material fact necessary to make form with the statements therein, in light requirements of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorExchange Act.
Appears in 5 contracts
Sources: Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.)
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC.
(xb) Acquiror Each of the Buyer and the Company shall jointly prepare and Acquiror shall file with respond to any comments of the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statementif any, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement be cleared by the SEC under the Exchange Act and, as promptly as practicablepracticable after such filing, mailed to its shareholders at the earliest practicable time thereafter. Each of Acquiror the Buyer and the Company agrees to furnish to shall notify the other party all information concerning itself, promptly upon the receipt of any comments from the SEC or 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, staff 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or government officials and of any request by the SEC or its staff or any other government officials for the amendment amendments or supplement of supplements to the Proxy Statement or any filing pursuant to this Section or for additional information. To information and shall supply the extent not prohibited by Lawother with copies of all correspondence between such party or any of its representatives, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement one hand, and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement Statement, the Merger or Other Documents promptly after receipt of those comments any filing pursuant to this Section. The Company shall use its best efforts to cause all documents that it is responsible for filing with the SEC or other communications and (ii) a reasonable opportunity regulatory authorities under this Section to participate comply in the response all material respects with all applicable requirements of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror Law and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror rules and at the time of the Special Meeting, contain regulations promulgated thereunder. Whenever 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.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include Statement or any misstatement of a material fact or omit filing pursuant to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingthis Section, the party which discovers such information Buyer or the Company, as the case may be, shall promptly notify inform the other parties of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in filing with the SEC andor its staff or any other government officials, and/or mailing to shareholders of the Company, such amendment or supplement.
(c) The Buyer and the Company shall promptly make all necessary filings with respect to the extent required by LawMerger under the Securities Act, disseminated to the stockholders of AcquirorExchange Act, applicable state blue sky Laws and the rules and regulations thereunder.
Appears in 4 contracts
Sources: Merger Agreement (Mikron Infrared Inc), Merger Agreement (Mikron Infrared Inc), Merger Agreement (Sinoenergy CORP)
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a Any proxy statement to be filed with the SEC (and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)) for its annual meeting of stockholders with respect to its 2012 fiscal year (the “2012 Annual General Meeting”) shall seek only approval of the matters included in the Issuer’s preliminary proxy statement filed with the SEC on February 28, 2013. Each of Acquiror and the Company shall use its reasonable best efforts Prior to cause filing any amendment to the Proxy Statement to comply or any other filing with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 Statement2012 Annual General Meeting, a Current Report on Form 8-K pursuant the Issuer will provide drafts thereof to the Exchange Act in connection with Investor, will give 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given Investor a reasonable opportunity time to review and comment on the Proxy Statement thereon and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and will consider in good faith consideration to any comments made by the Company and its counselInvestor. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the The Proxy Statement or Other Documents promptly after receipt of those comments or and any such other communications and (ii) a reasonable opportunity filings shall comply as to participate form in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating all material respects with the Company or its counsel in any discussions or meetings with applicable provisions of the SEC.
(iii) Each of Acquiror Securities Act and the Company Exchange Act and the rules and regulations thereunder and shall ensure that none of the information supplied by or not, on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror the Issuer and at the time of the Special 2012 Annual General 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 in which they are made, not misleading.
. The Issuer shall, as promptly as practicable after receipt thereof (ivand in any event within two (2) Business Days), provide the Investor copies of any written comments and advise the Investor of any oral comments with respect to the Proxy Statement received from the SEC. If at any time prior to the Closing 2012 Annual General Meeting, (a) any information relating Event occurs with respect to Acquiror, the Company, Parties hereto or any of the Company’s Subsidiaries, or their respective Affiliates, directors officers or officers is discovered by the Company or Acquirordirectors, which is required to be set forth in an amendment of, or supplement to, the Proxy Statement or (b) any information relating to the Parties hereto, or any of their respective Affiliates, officers or directors, should be discovered by a Party which should be set forth in an amendment of, or supplement to, the Proxy Statement, Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Issuer shall file as promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed as practicable with the SEC an amendment of or supplement to the Proxy Statement and, to the extent as required by Law, disseminated disseminate the information contained in such amendment or supplement to the stockholders of Acquirorthe Issuer; provided, that prior to filing any such amendment or supplement, the Issuer will provide drafts thereof to the Investor, will give the Investor a reasonable time to review and comment thereon and will consider in good faith any comments made by the Investor.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Roust Trading Ltd.), Securities Purchase Agreement (Roust Trading Ltd.), Securities Purchase Agreement (Central European Distribution Corp)
Proxy Statement. (i) 5.2.1 As promptly as practicable after the execution of this Agreementdate hereof, (x) Acquiror Seller Parties shall prepare, and Buyer Parties shall provide reasonable cooperation to Seller Parties in the Company shall jointly prepare and Acquiror shall file with the SECpreparation of, a proxy statement to be filed sent to Ameritrans’s stockholders in connection with the SEC and sent to the stockholders of Acquiror relating to the Special Ameritrans Stockholders Meeting (such proxy statement, together with any amendments amendment thereof or supplements theretothereof, the “Proxy Statement”). Each As promptly as practicable after the date hereof and from time to time thereafter, Buyer Parties shall provide such information regarding Buyer Parties and their Affiliates that Seller Parties may reasonably request for inclusion in the Proxy Statement. Subject to the timely receipt of Acquiror and any information regarding Buyer Parties that is required to be included in the Company shall use its reasonable best efforts to Proxy Statement, Seller Parties shall: (a) cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its ; (b) provide Buyer Parties with a reasonable best efforts opportunity to have review and comment on drafts of the Proxy Statement; (c) promptly cause the Proxy Statement cleared by to be filed with the SEC; (d) promptly provide Buyer Parties with copies of all correspondence between Seller Parties, Ameritrans or any of their representatives, on the one hand, and the SEC, on the other hand; (e) promptly notify Buyer Parties upon the receipt of any comments or requests from the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees with respect 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 ; (f) promptly respond to any regulatory authority comments or requests of the SEC; and (including Nasdaqg) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Ameritrans’ stockholders as promptly as practicable following the stockholders date hereof and clearance of Acquiror in each case promptly after it is cleared the Proxy Statement by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or 5.2.2 If any supplement or amendment has been filedevent relating to Seller Parties occurs, or if Seller Parties become aware of any request by the SEC for the information, that should be disclosed in an amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement Statement, then Seller Parties shall promptly inform Buyer Parties of such event or Other Documents promptly after receipt of those comments information and shall, in accordance with the procedures set forth in Section 5.2.1, (a) prepare and file with the SEC such amendment or other communications supplement as soon thereafter as is reasonably practicable, and (iib) a reasonable opportunity if appropriate, cause such amendment or supplement to participate be mailed to the stockholders of Ameritrans. If any event relating to Buyer Parties or their Affiliates occurs, or if Buyer becomes aware of any information regarding Buyer Parties or their Affiliates that is required to be disclosed in an amendment or supplement to the response Proxy Statement, then Buyer Parties shall promptly inform Seller Parties of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECsuch information.
(iii) Each of Acquiror and the Company 5.2.3 Seller Parties shall ensure that none of the information supplied by included or on its behalf for inclusion or incorporation incorporated by reference in the Proxy Statement (other than information provided by Buyer Parties and included in the Proxy Statement) will, at the date it time the Proxy Statement is first mailed to the stockholders of Acquiror and Ameritrans or at the time of the Special MeetingAmeritrans Stockholders Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.
(iv) If 5.2.4 Buyer Parties shall ensure that none of the information provided by Buyer Parties and included in the Proxy Statement will, at any the time prior the Proxy Statement is mailed to the Closing any information relating to Acquiror, Ameritrans’ stockholders or at the Company, any time of the Company’s SubsidiariesAmeritrans Stockholders Meeting (or any adjournment or postponement thereof), or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be included in such information or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall .
5.2.5 The proxy materials will be promptly filed with the SEC and, sent to the extent required by LawAmeritrans’ stockholders for the purpose of soliciting proxies from Ameritrans’ stockholders to vote in favor of (i) the adoption of this Agreement and the approval of the transactions contemplated herein and (ii) any other matters that may be properly brought before the Ameritrans’ stockholders to be voted thereon. Ameritrans, disseminated to acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the Ameritrans stockholders vote in favor of Acquirorthe adoption of this Agreement and the approval of the Transaction.
Appears in 3 contracts
Sources: Loan Portfolio Sale and Purchase Agreement, Loan Portfolio Sale and Purchase Agreement (Ameritrans Capital Corp), Loan Portfolio Sale and Purchase Agreement (Ameritrans Capital Corp)
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 3 contracts
Sources: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror ASC and the Company MeriStar shall jointly prepare and Acquiror shall file with the SEC, SEC a single document that will constitute (i) the proxy statement of MeriStar relating to the special meeting of MeriStar's stockholders (the "MeriStar Stockholders Meeting") to be filed held to consider approval and adoption of the MeriStar Proposals, (ii) the proxy statement of ASC relating to the special meeting of ASC's stockholders (the "ASC Stockholders Meeting") to be held to consider approval of the ASC Proposals and (iii) the registration statement on Form S-4 of ASC (together with all amendments thereto, the "Registration Statement"), in connection with the SEC and sent registration under the Securities Act of ASC Common Stock to be issued to the stockholders of Acquiror relating to MeriStar in connection with the Special Meeting Merger and the prospectus included in the Registration Statement (such proxy statementsingle document, together with any amendments thereof or supplements thereto, the “"Proxy Statement”"). Each Substantially contemporaneously with the filing of Acquiror the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the NYSE. ASC and the Company MeriStar each shall use its reasonable best efforts to cause the Proxy Registration Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act become effective as promptly as practicable. Each of Acquiror and the Company agrees to furnish , and, prior to the other party effective date of the Registration Statement (the "Registration Statement Effective Date"), ASC shall take 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 any reasonable action required under any applicable Law in connection with the Proxy Statement, a Current Report on Form 8-K issuance of ASC Common Stock pursuant to the Exchange Act Merger. ASC or MeriStar, as the case may be, shall furnish all information concerning ASC or MeriStar as the other party may reasonably request in connection with such actions and the Transactionspreparation of the Proxy Statement. As promptly as practicable after the Registration Statement Effective Date, 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to and all associated materials (collectively, the "Proxy Materials") will be mailed to the stockholders of Acquiror ASC and MeriStar. ASC and MeriStar shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof, (ii) the Securities Act, (iii) the rules and regulations of the NYSE and (iv) the DGCL.
(1) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of MeriStar to the stockholders of MeriStar that they vote in favor of the adoption of this Agreement and the Merger; provided, however, that the Board of Directors of MeriStar may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of MeriStar determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of MeriStar to breach its fiduciary duties to MeriStar's stockholders under applicable Laws after receipt of advice from its outside advisors (which may be MeriStar's regularly-engaged independent legal counsel). In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the MeriStar Financial Advisor referred to in Section 3.20.
(2) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of ASC to the stockholders of ASC that they vote in favor of the issuance of ASC Common Stock to be issued in the Merger; provided, however, that the Board of Directors of ASC may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of ASC determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of ASC to breach its fiduciary duties to ASC's stockholders under applicable Laws after receipt of advice from its outside advisors (which may be ASC's independent legal counsel). In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the ASC Financial Advisor referred to in Section 4.19.
(c) No amendment or supplement to the Proxy Statement shall be made without the approval of each case of ASC and MeriStar, which approval shall not be unreasonably withheld or delayed. Each of ASC and MeriStar shall advise the other, promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Registration Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of ASC Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iiid) Each of Acquiror and the Company shall ensure that none of the The information supplied by or on its behalf MeriStar for inclusion or incorporation by reference in the Proxy Statement willshall not, at (i) the date it time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) is first mailed to the stockholders of Acquiror each of ASC and at MeriStar, (iii) the time of MeriStar Stockholders Meeting, and (iv) the Special time of ASC Stockholders Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in light of the circumstances under which they are made, Proxy Statement not misleading.
(iv) . If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, MeriStar or any of the Company’s SubsidiariesMeriStar Subsidiary, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, which is required to MeriStar that should be set forth in an amendment or a supplement to the Proxy Statement, so MeriStar shall promptly inform ASC. All documents that such document would include MeriStar is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act.
(e) The information supplied by ASC for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any misstatement amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of each of ASC and MeriStar, (iii) the time of the MeriStar Stockholders Meeting, and (iv) the time of the ASC Stockholders Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements thereinin the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to ASC or any ASC Subsidiary, or their respective officers or directors, should be discovered by ASC that should be set forth in light an amendment or a supplement to the Proxy Statement, ASC shall promptly inform MeriStar. All documents that ASC is responsible for filing in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material aspects with the applicable requirements of the circumstances under which they were made, not misleadingDGCL, the party which discovers such information shall promptly notify Securities Act and the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorExchange Act.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Meristar Hotels & Resorts Inc), Merger Agreement (American Skiing Co /Me), Merger Agreement (Oak Hill Capital Partners L P)
Proxy Statement. (i) As promptly soon as reasonably practicable after following the execution date of this Agreement, the Company shall, with the assistance and approval (xnot to be unreasonably withheld or delayed) Acquiror of Parent, prepare and file with the SEC the Proxy Statement. Parent, Merger Sub and the Company shall jointly prepare will cooperate and Acquiror shall file consult with each other in the SECpreparation of the Proxy Statement. Without limiting the generality of the foregoing, a proxy statement each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be filed with set forth in the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause resolve all SEC comments with respect to the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror practicable after receipt thereof 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly Company’s Stockholders as soon as practicable after it the Proxy Statement is cleared by the SEC.
(ii) To , and the extent not prohibited by LawCompany will use its reasonable best efforts to cause such mailing to occur prior to August 14, Acquiror will advise the Company2008. However, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has shall not be mailed unless (x) the Additional Financing Commitment shall have been cleared obtained and accepted by Parent, a copy thereof shall have been provided to the Company and any fees owing to the applicable lender upon such acceptance shall have been paid by Parent or an affiliate thereof or (y) Parent and the Company shall each have waived the requirement in clause (x) above. Each of Parent, Merger Sub and the Company agrees to correct any supplement information provided by it for use in the Proxy Statement that shall have become false or amendment has been filed, or misleading. The Company shall as soon as reasonably practicable (i) notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company information and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed (ii) provide Parent with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by copies of all correspondence between the Company and its counsel. To Representatives, on the extent not prohibited by Lawone hand, Acquiror shall provide and the Company and their counsel with (i) any comments or SEC, on the other communicationshand, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Merger Agreement (Ace Comm Corp), Merger Agreement (Ace Comm Corp)
Proxy Statement. (i) As promptly as practicable and in no event later than fifteen (15) business days after the execution date of this Agreement, (x) Acquiror and the Company shall jointly (i) prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror in preliminary form relating to the Special Stockholders Meeting (such proxy statement, together with including any amendments amendment or supplements supplement thereto, the “Proxy Statement”). Each ) (ii) subject to Section 6.2, include in the Proxy Statement the Company Recommendation, (iii) furnish the information required to be provided to the holders of Acquiror Shares pursuant to Delaware Law, the Exchange Act and any other applicable Laws and (iv) unless a Change of Recommendation has been effected, use its reasonable efforts to solicit from holders of all of the Shares 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 DGCL and any other applicable Law and the Charter and bylaws (if applicable) to effect the Merger; provided, unless a Change of Recommendation has been effected, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall use its give due consideration to all reasonable best efforts additions, deletions, or changes thereto suggested by Parent, Merger Sub and their counsel. The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of the Proxy Statement thereto, or for additional information. To the extent not prohibited by Law, the Company and unless a Change of Recommendation has been effected, shall provide to Parent, after Parent, Merger Sub and their counsel shall be given have had a reasonable opportunity to review and comment on the Proxy Statement and draft correspondence and due consideration has been given to such comments by the Company, copies of all correspondence between the Company and/or any Other Document of its Representatives and the SEC. The Company and Parent shall each time before any such document is filed use reasonable best efforts to promptly provide satisfactory responses to the SEC with respect to all comments received on the Proxy Statement by the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To shall cause the extent not prohibited by Lawdefinitive Proxy Statement to be mailed as promptly as practicable after the date the SEC staff advises that it has no further comments thereon, Acquiror shall provide or that the Company may commence mailing the Proxy Statement. Notwithstanding anything to the contrary in this Section 6.3(b), and their counsel with (i) any comments subject to Section 6.2, the Company may amend or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to supplement the Proxy Statement or Other Documents promptly after receipt in connection with a Change of those comments or other communications and (ii) a reasonable opportunity to participate in Recommendation without the response prior consent of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECParent.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Merger Agreement (Shire PLC), Merger Agreement (Dyax Corp)
Proxy Statement. (ia) As promptly as practicable after the execution of this AgreementAgreement and in any event not more than thirty (30) days after the Execution Date, (x) Acquiror EXCO shall, in consultation with ESAS, prepare, and the Company shall jointly prepare and Acquiror EXCO shall file with the SEC, a preliminary proxy statement to be filed materials in compliance with Section 14 of the SEC and sent to the stockholders of Acquiror relating to the Special Meeting Exchange Act (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each As promptly as practicable after comments, if any, are received from the SEC thereon and after the furnishing by EXCO and ESAS of Acquiror all information required to be contained therein, EXCO shall, in consultation with ESAS, prepare and EXCO shall file any required amendments, if any, with the SEC. EXCO shall notify ESAS 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 ESAS regarding, and supply ESAS with copies of, all correspondence between EXCO or any of its Representatives, on the one hand, and the Company SEC or its staff, on the other hand, with respect to the Proxy Statement. Prior to filing or mailing any proposed amendment of or supplement to the Proxy Statement, EXCO shall provide ESAS a reasonable opportunity to review and comment on such document. EXCO shall use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under and shall thereafter mail to the Exchange Act shareholders of Common Stock 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on possible the Proxy Statement and all other proxy materials for the Shareholder Meeting.
(b) ESAS shall use its commercially reasonable efforts to furnish EXCO any Other Document each time before any information required to be included in the Proxy Statement and reasonably requested from ESAS by EXCO; provided that no information that ESAS or its Affiliates has furnished, or will furnish, to EXCO shall be included in the Proxy Statement unless ESAS shall have expressly consented in writing to such document is filed with information being included in the SECProxy Statement. Any information relating to ESAS furnished to EXCO in writing by ESAS expressly for use in the Proxy Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) EXCO hereby covenants and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with agrees that (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt will, when filed, comply as to form in all material respects with the applicable requirements of those comments or other communications the Exchange Act and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by included or on its behalf for inclusion or incorporation incorporated by reference in the Proxy Statement will, at the date it is first mailed to the stockholders shareholders of Acquiror and Common Stock or at the time of the Special MeetingShareholder Meeting 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Services and Investment Agreement (Exco Resources Inc), Services and Investment Agreement (Exco Resources Inc)
Proxy Statement. (ia) As promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare the Proxy Statement which shall be in form and Acquiror shall file with the SEC, a proxy statement substance reasonably satisfactory to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting Parent. The Company shall: (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to i) cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the 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 SEC.
applicable Legal Requirements; (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement, and include in the Proxy Statement and any Other Document each time before any such document is all changes reasonably proposed by Parent; (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 Acquiror shall give reasonable and good faith consideration to any comments made by the Company and SEC or its counsel. To staff, on the extent not prohibited by Law, Acquiror shall provide other hand; (v) promptly notify Parent upon the Company and their counsel with (i) receipt of any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time requests from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and Statement; (iivi) provide Parent with a reasonable opportunity to participate in the response of Acquiror to those comments review and to provide comments comment on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none subsequent drafts of the information supplied by or on its behalf for inclusion or incorporation by reference Proxy Statement and any related correspondence and filings, and include in the Proxy Statement will, at and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or requests of the date it is first SEC or its staff; and (viii) cause the Proxy Statement to be mailed to the stockholders Company’s shareholders as promptly as practicable following the date of Acquiror this Agreement. To the extent practicable, the Company and at its outside counsel shall permit Parent and its outside counsel to participate in all communications with the time SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the Special 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 are made, not misleadingContemplated Transactions.
(ivb) If at any time prior to the Closing any information event relating to Acquiror, the Company, any of the Company’s SubsidiariesAcquired Corporations occurs, or their respective Affiliates, directors or officers is discovered by if the Company or Acquirorbecomes aware of any information, which is required to that should be set forth disclosed in an amendment or supplement to the Proxy Statement, so that then the Company shall promptly inform Parent of such document would include any misstatement of a material fact event or omit to state any material fact necessary to make the statements thereininformation and shall, in light of accordance with the circumstances under which they were madeprocedures set forth in Section 5.1(a), not misleading, (i) prepare and file with the party which discovers SEC such information shall promptly notify the other parties and an appropriate amendment or supplement describing as soon thereafter as is reasonably practicable, and (ii) if appropriate, cause such information shall amendment or supplement to be promptly filed with the SEC and, mailed to the extent required by Law, disseminated to shareholders of the stockholders of AcquirorCompany.
Appears in 2 contracts
Sources: Merger Agreement (Shopping Com LTD), Merger Agreement (Ebay Inc)
Proxy Statement. (ia) As promptly as practicable after the execution date hereof, MICT shall prepare with the reasonable assistance of this AgreementIntermediate, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting MICT (such proxy statement, together with any amendments or supplements theretoas amended, the “Proxy Statement”). Each ) for the purpose of Acquiror soliciting proxies from MICT stockholders for the matters to be acted upon at a special meeting of MICT stockholders ( the “Special Meeting”) to be called and held for the purpose of soliciting proxies from MICT stockholders to vote, in favor of resolutions approving (i) the issuance of shares of MICT Common Stock (or securities convertible or exercisable for MICT Common Stock) representing greater than twenty percent (20%) of MICT’s Common Stock or voting power, at a price less than the greater of book or market value, as required by Nasdaq’s rules and regulations, (ii) the amendment of the MICT Charter to (A) increase the authorized shares of MICT in an amount sufficient to provide for the full conversion of the Conversion Shares underlying the Consideration Note and the Company shares of MICT Common Stock underlying the MICT Series A Preferred Stock, MICT Series B Preferred Stock and any other convertible MICT Securities and (B) if necessary, to effect a reverse stock split of the MICT Common Stock, solely in order to comply with Nasdaq continued listing requirements, (iii) such other matters as Intermediate and MICT shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i)-(iii), collectively, the “MICT Stockholder Approval Matters”), and (iv) the adjournment of the Special Meeting, if necessary or desirable in the reasonable determination of MICT. MICT agrees to use its commercially reasonable best efforts to cause include the following items in the Proxy Statement to comply with be filed promptly after the rules execution of this Agreement: the adoption and regulations promulgated approval of a new Equity Incentive Plan for MICT, in the form to be mutually agreed by the SECParties (collectively, the “MICT Equity Plan”), which plan will provide that the aggregate awards under such plan shall be for a number of shares of MICT Common Stock equal to ten percent (10%) of the aggregate number of shares of MICT Common Stock issued and outstanding immediately after the Closing. Acquiror For the avoidance of doubt, the proposal set forth in the preceding sentence shall use its reasonable best efforts not be deemed to have be a MICT Stockholder Approval Matter. If as of the Proxy Statement cleared by close of business on the SEC under date for which the Exchange Act as promptly as practicableSpecial Meeting is scheduled, MICT has not received proxies representing a sufficient number of shares to approve the MICT Stockholder Approval Matters, whether or not a quorum is present, MICT may make one or more successive postponements or adjournments of the Special Meeting. 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 In connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection MICT will file with the Transactions, or any SEC all financial and other statement, filing, notice or application made information about the transactions contemplated by or on behalf of Acquirorthis Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in MICT’s Organizational Documents, the Company or Delaware Act and the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, rules and regulations of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional informationand Nasdaq. To the extent not prohibited by Law, the Company MICT shall cooperate and their counsel shall be given provide Intermediate (and its respective counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed amendment or supplement thereto prior to filing the same with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror Intermediate shall provide the Company MICT with such information concerning Intermediate and their counsel with Intermediate’s shareholders, officers, directors, employees, assets, Liabilities, condition (i) any comments financial or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be givenotherwise), including by participating with the Company business and operations that may be required or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf appropriate for inclusion or incorporation by reference in the Proxy Statement willStatement, at the date it is first mailed to the stockholders of Acquiror or in any amendments or supplements thereto, which information provided by Intermediate, as applicable, shall be true and at the time of the Special Meeting, correct and not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, MICT makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting included therewith), if any, based on information provided by Intermediate or any of its Representatives for inclusion therein.
(b) MICT, with the assistance of Intermediate as described in Section 5.11(a), shall use commercially reasonable efforts to satisfy the requirements of the Securities Act, the party which discovers Exchange Act and other applicable Laws in connection with the Proxy Statement and the Special Meeting. Intermediate shall use commercially reasonable efforts to make its directors, officers and employees, upon reasonable advance notice, available to MICT and its Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. MICT shall promptly notify the other parties and an appropriate amendment amend or supplement describing such information shall the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be promptly filed with the SEC andand to be disseminated to MICT’s stockholders, in each case as and to the extent required by Lawapplicable Laws and subject to the terms and conditions of this Agreement and MICT’s Organizational Documents.
(c) MICT, disseminated with the assistance of the other Parties, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use its commercially reasonable efforts to cause the Proxy Statement to “clear” comments from the SEC and thereafter file the definitive Proxy Statement. MICT shall provide Intermediate with copies of any written comments, and shall inform Intermediate of any material oral comments, that MICT, or its respective Representatives receive from the SEC or its staff with respect to the Proxy Statement and the Special Meeting promptly after the receipt of such comments and shall give Intermediate a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(d) As soon as practicable following the Proxy Statement “clearing” comments from the SEC, MICT shall distribute the Proxy Statement to MICT’s stockholders and, pursuant thereto, shall call the Special Meeting in accordance with the Delaware Act for a date no later than sixty (60) days following the filing of the definitive Proxy Statement.
(e) MICT shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, MICT’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Proxy Statement, any solicitation of proxies thereunder and the calling and holding of the Special Meeting.
(f) In the event the Stockholder Approval Matters are not approved by the stockholders of AcquirorMICT, the Parties shall use their best efforts to promptly return the Intermediate Shareholder Transferred Assets to Intermediate Shareholder pursuant to the terms of the Consideration Note. Upon the return of the Intermediate Shareholder Transferred Assets to Intermediate Shareholder, the Consideration Note shall be cancelled. For the avoidance of doubt, no cash payment shall be required in the event of any repayment of the Consideration Note.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (MICT, Inc.)
Proxy Statement. (ia) As promptly soon as reasonably practicable after following the execution of this AgreementClosing, Buyer shall prepare (xwith Sellers’ reasonable cooperation) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent made available to the stockholders of Acquiror Buyer relating to the Special Buyer Stockholder Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each ) and cause it to be furnished to the SEC and to be sent or otherwise made available to the stockholders of Acquiror Buyer relating to the Buyer Stockholder Meeting in compliance with applicable Law, including the Exchange Act and the Company Securities Act, it being understood that Buyer shall use its reasonable best efforts to cause file the Proxy Statement to comply within thirty (30) days after the Closing and in any event shall file the Proxy Statement with the rules SEC no later than forty-five (45) days after the Closing. Buyer shall promptly notify 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 regulations promulgated by 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. Acquiror Buyer shall use its commercially reasonable best efforts to have 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 cleared by (or any amendment or supplement thereto) to 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed making it available to the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, Buyer or responding to any comments of the time when the Proxy Statement has been cleared or any supplement or amendment has been filedSEC with respect thereto, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel Buyer shall be given (A) provide Sellers with a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by Sellers. Buyer shall also take any other action required to be taken under the Securities Act, the Exchange Act, the Nasdaq or any other applicable Law in connection with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made transactions contemplated by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthis Agreement.
(iiib) Each of Acquiror Buyer, on the one hand, and Sellers, on the Company shall ensure other hand, each covenant that none of the information supplied or to be supplied by Buyer or on its behalf Sellers, as applicable, for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first filed with the SEC or mailed or otherwise made available to the stockholders of Acquiror and Buyer or at the time of the Special Buyer Stockholder 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 are made, not misleading. The Proxy Statement will comply as to form in all material respects with applicable Law, including the requirements of the Exchange Act and the rules and regulations thereunder.
(ivc) If If, at any time prior to the Closing receipt of the Requisite Buyer Stockholder Approval, any information relating to Acquiror, the Company, Buyer or any of the Company’s Subsidiaries, or their respective its Affiliates, directors or officers is should be discovered by Buyer which, in the Company or Acquirorreasonable judgment of Buyer, which is required to should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Buyer shall promptly notify Sellers, and Buyer and Sellers shall cooperate in the other parties and an appropriate amendment or supplement describing such information shall be promptly filed prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable Law, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of AcquirorBuyer.
Appears in 2 contracts
Sources: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.)
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company FLCI shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with SEC the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), which shall be in form and substance satisfactory to USOL. Each of Acquiror and the Company FLCI shall use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the regulations thereunder. FLCI shall use reasonable efforts to have or cause the Proxy Statement to be cleared as promptly as practicable, and shall take all actions required under any applicable federal or state securities laws or the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 Nasdaq in connection with the issuance of shares of FLCI Stock pursuant to the Merger. Without limiting the generality of the foregoing, FLCI agrees to use all reasonable efforts, after consulting with USOL, to respond promptly to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof).
(b) Each of USOL and FLCI shall, and shall cause its respective representatives to, fully cooperate with the other party and its respective representatives in the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to and shall, upon request, furnish the Exchange Act other party with all information concerning it and its Affiliates, directors, officers and stockholders as the other may reasonably request in connection with the Transactionspreparation of the Proxy Statement.
(c) As promptly as practicable after the Proxy Statement has been cleared by the SEC, 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will FLCI shall cause the Proxy Statement to be mailed to its stockholders. Thereafter, USOL and FLCI shall each notify the stockholders other as promptly as practicable upon becoming aware of Acquiror any event or circumstance which should be described in each case an amendment of, or a supplement to, the Proxy Statement. FLCI shall notify USOL as promptly as practicable after the receipt by it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of any written or oral comments of the time when the Proxy Statement has been cleared or any supplement or amendment has been filedSEC on, or of any written or oral request by the SEC for the amendment amendments or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Lawsupplements to, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include and FLCI shall promptly supply USOL with copies of all correspondence between it or any misstatement of a material fact or omit its representatives and the SEC with respect to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorforegoing filings.
Appears in 2 contracts
Sources: Merger Agreement (General Motors Corp), Merger Agreement (Firstlink Communications Inc)
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly shall, with the assistance of Parent, prepare and Acquiror shall file with the SEC, a proxy statement SEC the Proxy Statement to be filed with the SEC and sent to the stockholders of Acquiror the Company relating to the Special Stockholders Meeting (to be held to consider adoption of this Agreement. Parent, Merger Sub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement and Parent and its counsel shall be given the reasonable opportunity to review and comment on such proxy statementProxy Statement and any related materials, together with including any amendments or supplements theretoletters prepared in response to any SEC comments, which comments shall be given reasonable consideration by the “Company. 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 Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause resolve all SEC comments with respect to the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror reasonably practicable after receipt thereof 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company’s stockholders of Acquiror in each case promptly as soon as reasonably practicable after it the Proxy Statement is cleared by the SEC.
(ii) To . Each of Parent, Merger Sub and the extent not prohibited Company agree to correct any information provided by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when it for use in the Proxy Statement has been cleared which shall have become false or misleading. The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any supplement or amendment has been filed, or of comments from the SEC with respect to the Proxy Statement and any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company information and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed (ii) provide Parent with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by copies of all correspondence between the Company and its counsel. To Representatives, on the extent not prohibited by Lawone hand, Acquiror shall provide and the Company and their counsel with (i) any comments or SEC, on the other communicationshand, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Merger Agreement (McKesson Corp), Merger Agreement (Per Se Technologies Inc)
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, the Company, in cooperation with Parent, shall prepare and, on or before August 14, 2006 (x) Acquiror and the Company “Final Proxy Filing Date”), As promptly as practicable after the execution of this Agreement, the Company, in cooperation with Parent, shall jointly prepare and Acquiror and, on or before August 14, 2006, shall file with the SECSEC the Proxy Statement. Subject to Section 6.1(a), a proxy statement to be filed with the SEC and sent to Company, acting through the Company Board, shall include in the Proxy Statement the recommendation of the Company Board that the stockholders of Acquiror relating to the Special Meeting Company vote in favor of the Merger and the adoption of this Agreement (such proxy statement, together with any amendments or supplements thereto, the “Proxy StatementCompany Recommendation”). Each of Acquiror and the The Company shall use its reasonable best efforts respond to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by any comments of the SEC under the Exchange Act as promptly as practicable. Each of Acquiror or its staff 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will shall cause the Proxy Statement to be mailed to its stockholders at the stockholders earliest practicable time after the resolution of Acquiror in each case any such comments. The Company shall notify Parent promptly after it is cleared by upon the SEC.
(ii) To receipt of any comments from the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared SEC or its staff or any supplement or amendment has been filed, or other government officials and of any request by the SEC or its staff or any other government officials for the amendment amendments or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity supplements to review and comment on the Proxy Statement and shall supply Parent with copies of all correspondence between the Company or any Other Document each time before any such document is filed with of its representatives, on the one hand, and the SEC, and Acquiror or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall give use reasonable and good faith consideration best efforts to any comments made by cause all documents that it is responsible for filing with the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments SEC or other communicationsregulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, whether written Parent or oralthe Company, that Acquiror or its counsel as the case may receive from time to time from be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding the foregoing, the Company shall not file with respect the SEC or mail to its stockholders the Proxy Statement Statement, any amendment thereto, any other soliciting material or Other Documents promptly after receipt of those comments or any such other communications and documents without Parent’s prior approval (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall not be givenunreasonably withheld), including except that such approval shall not be required for filings or mailings necessitated by participating a Change in Company Recommendation made in accordance with the Company or its counsel in any discussions or meetings with the SECSection 6.1.
(iiib) Each of Acquiror The Company agrees, as to itself and the Company shall ensure its Subsidiaries, that none of the information supplied or to be supplied by it or on its behalf Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed of mailing to the Company’s stockholders of Acquiror and at the time of the Special MeetingCompany Meeting or the date of any amendment thereof or supplement thereto, 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.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent agrees, as to itself and Merger Sub, that none of the party which discovers such information shall promptly notify supplied or to be supplied by it or its Merger Sub for inclusion or incorporation by reference in the other parties Proxy Statement will, at the date of mailing to the Company’s stockholders and an appropriate at the time of the Company Meeting or the date of any amendment thereof or supplement describing such thereto, 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. Each of the Company, Parent and Merger Sub agree to correct any information provided by it for inclusion in the Proxy Statement which shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorhave become false or misleading.
Appears in 2 contracts
Sources: Merger Agreement (Encore Medical Corp), Merger Agreement (Encore Medical, L.P.)
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company ▇▇▇▇▇▇▇ shall jointly prepare and Acquiror shall file with the SECSEC (with --------------- appropriate requests for confidential treatment, unless the parties hereto otherwise agree) under the Exchange Act, a proxy statement and form of proxies (such proxy statement and form of proxy, together with any amendments to supplements thereto, the "Proxy Statement") relating to the stockholder meeting of ▇▇▇▇▇▇▇ and the vote of the stockholders of ▇▇▇▇▇▇▇ with respect to this Agreement (the "▇▇▇▇▇▇▇ Stockholders Meeting"). ▇▇▇▇▇▇▇ and RMSI 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. Each of ▇▇▇▇▇▇▇, on the one hand, and RMSI, on the other hand, shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Proxy Statement. ▇▇▇▇▇▇▇ shall use its reasonable best efforts, and RMSI will cooperate with them, to have the Proxy Statement cleared with the SEC as promptly as practicable. Each of ▇▇▇▇▇▇▇ and RMSI, agrees promptly to 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 each of the parties hereto further agrees to 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 the SEC and sent to be disseminated to ▇▇▇▇▇▇▇'▇ stockholders, in each case as and to the stockholders of Acquiror relating to extent required by applicable federal and state securities laws and the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)DGCL. Each of Acquiror ▇▇▇▇▇▇▇ and RMSI agrees that the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated information provided by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 it for inclusion 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SECamendment or supplement thereto, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingmailing thereof, contain will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of ▇▇▇▇▇▇▇ and RMSI will advise the other parties, and deliver copies (if any) to them, promptly after receipt thereof, of (i) any request by or correspondence or communication from the SEC with respect to the Proxy Statement (ii) any responses thereto and (iii) notice of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders issuance of Acquirorany stop order.
Appears in 2 contracts
Sources: Merger Agreement (Merkert American Corp), Merger Agreement (Monroe James L)
Proxy Statement. (ia) As Each of Company and Acquiror shall cooperate and as promptly as practicable after the execution of this Agreementprepare, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy registration statement to be filed with on Form S-4 (or other appropriate form) for the SEC and sent to purpose of registering under the stockholders Securities Act the issuance of Acquiror relating to Common Stock issuable in the Special Meeting Merger (such proxy statementForm S-4, together with and any amendments or supplements thereto, the “Form S-4”), which Form S-4 shall contain a prospectus relating to such issuance, which shall include the proxy statement prepared by Company pursuant to Regulation 14A under the Exchange Act with respect to the Stockholders’ Meeting (the “Proxy Statement/Prospectus”). Each of Company and Acquiror shall use their respective reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and any other transactions contemplated thereby (such period the “Effectiveness Period”). Company and Acquiror shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments, and advise the other party of any oral comments or communications regarding the Proxy Statement/Prospectus or Form S-4 received from the SEC. Company and Acquiror shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus or the Form S-4 prior to filing the same with the SEC, and such parties will provide promptly each other with a copy of all such filings made with the SEC.
(b) Company will use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to comply with be mailed to the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act Company Common Stockholders as promptly as practicablepracticable after the Form S-4 is declared effective under the Securities Act. Each of Acquiror and the Company agrees to shall furnish to the other party all information concerning itself, it and the holders of its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or capital stock as may be reasonably requested in connection with any such action. Each party will advise the Proxy Statementother party, 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement Form S-4 has been cleared become effective, the issuance of any stop order, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger or saleable in any supplement public sale for offering or amendment has been filed, sale in any jurisdiction or of any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4.
(c) Each of Company and Acquiror agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and the Form S-4 and each amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willthereto, at the date it is first mailed to the stockholders time of Acquiror mailing thereof and at the time of the Special Stockholders’ Meeting, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the termination of the Effectiveness Period, there shall occur any event with respect to Company, Acquiror or any of their Subsidiaries, or with respect to any information provided by Company or Acquiror for inclusion in the party Proxy Statement/Prospectus or the Form S-4, which discovers event is required to be described in an amendment of or supplement to the Proxy Statement/Prospectus or the Form S-4, such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andSEC, to the extent as required by Lawapplicable law, and disseminated to the stockholders of AcquirorCompany Common Stockholders.
Appears in 2 contracts
Sources: Merger Agreement (Titan Corp), Merger Agreement (Lockheed Martin Corp)
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, Adara (x) Acquiror with the assistance and cooperation of the Company shall jointly as reasonably requested by Ada▇▇) ▇hall prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments as amended or supplements 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”). Each 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 Acquiror 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 furnish all information concerning the Company as Adara may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Adara and the Company each shall use its their reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (iii) 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 Registration Statement, Adara 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, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Adara shall mail the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts stockholders.
(b) No filing of, or amendment or supplement to have the Proxy Statement cleared or the Registration Statement will be made by Adara or the SEC under Company without the Exchange Act as promptly as practicableapproval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Each of Acquiror Adara 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Companyother, reasonably promptly after Acquiror receives they receive notice thereof, of the time when the Proxy Registration Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Adara Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for the amendment or supplement of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, Each of Adara and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity unreasonably withheld or delayed), any response to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Registration Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Registration Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto.
(iiic) Each of Acquiror and the Company shall ensure Adara represents that none of the information supplied by or on its behalf Adara for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement willshall not, at (i) the date it time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquiror and at Adara, (iii) the time of the Special Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.
(iv) If . If, at any time prior to the Closing Effective Time, any information event or circumstance relating to Acquiror, the Company, any of the Company’s SubsidiariesAdara or Merger Sub, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, Adara which is required to should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, so Adara shall promptly inform the Company. All documents that such document would include Ada▇▇ ▇▇ responsible for filing with the SEC in connection with the Merger and the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any misstatement amendment thereof or supplement thereto) is first mailed to the stockholders of Adara, (iii) the time of Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the party which discovers such information Company shall promptly notify inform Ada▇▇. ▇ll documents that the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Company is responsible for filing with the SEC and, in connection with the Merger and the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the extent required by Law, disseminated to applicable requirements of the stockholders of AcquirorSecurities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Sources: Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Walker Jeffrey Clinton)
Proxy Statement. (a) In connection with the Company Shareholders’ Meeting, the Company will, (i) As as promptly as reasonably practicable after the execution date of this AgreementAgreement (but in any event within fifteen Business Days thereafter), (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or and supplements thereto, the “Proxy Statement”). Each ) with the SEC; provided, that Parent be given a reasonable amount of Acquiror time to review and the Company shall use its reasonable best efforts to cause comment upon the Proxy Statement (but in any event not less than three Business Days) prior to comply any filing with the rules SEC, (ii) respond, as promptly as reasonably practicable, to any comments received from the SEC with respect to such filing and regulations promulgated will provide copies of such comments to Parent promptly upon receipt and provide copies of proposed responses to Parent, giving Parent a reasonable amount of time to review and comment upon such responses (but in any event not less than two Business Days) prior to filing such responses, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by the SEC. Acquiror shall Law, giving Parent a reasonable amount of time to review and comment upon such amendments or supplements (but in any event not less than two Business Days) prior to filing, (iv) use its commercially reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after confirm that it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment no further comments on the Proxy Statement and any Other Document each time before any such document is filed with thereafter mail to its shareholders, as promptly as reasonably practicable, the SECProxy Statement, (v) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and Acquiror shall give reasonable and good faith consideration distribute to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) shareholders any comments supplement or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect amendment to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications if any event shall occur which requires such action at any time prior to the Company Shareholders’ Meeting, and (iivi) a otherwise use commercially reasonable opportunity efforts to participate in comply with all requirements of Law applicable to the response of Acquiror to those comments Proxy Statement, the Company Shareholders’ Meeting and to provide comments on that response (to which reasonable the Merger. Parent and good faith consideration Merger Sub shall be given), including by participating cooperate with the Company or its counsel in any discussions or meetings connection with the SECpreparation of the Proxy Statement, including promptly furnishing the Company upon request with any and all information as may be required to be set forth in the Proxy Statement under applicable Law. If at any time prior to the Effective Time any information relating to the Company, any of its Subsidiaries, Parent or Merger Sub, or any of their respective 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 would not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as applicable, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall, to the extent required by Law, be promptly disseminated to the Company’s shareholders.
(iiib) Each of Acquiror and the Company shall ensure that none None of the information to be supplied by Merger Sub or on its behalf Parent specifically for inclusion or incorporation by reference in the Proxy Statement will, at on the date such document is filed and on the date it is first mailed published, sent or given to the stockholders holders of Acquiror Company Common Stock, and at the time of the Special Company 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 are made, not misleading.
(iv) If . If, at any time prior to the Closing any information relating to Acquiror, the CompanyCompany Shareholders’ Meeting, any of the Company’s Subsidiariesevent with respect to either Merger Sub or Parent, or their respective Affiliates, directors with respect to information supplied by either Merger Sub or officers is discovered Parent specifically for inclusion or incorporation by reference in the Company or Acquiror, Proxy Statement shall occur which is required to be set forth described in an amendment of, or supplement to, such Proxy Statement such event shall be so described by either Merger Sub or Parent, as applicable, and promptly provided to the Company. All documents that Merger Sub or Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the provisions of the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, neither Merger Sub nor Parent makes any representation or warranty with respect to the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement.
(c) None of the information to be supplied by the Company specifically for inclusion or incorporation by reference in the Proxy Statement will, so that on the date on which each such document would include is first filed with the SEC and on the date it is first mailed to the holders of the Company Common Stock, and on the date of the Company Shareholders’ Meeting, contain any misstatement 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. If, at any time prior to the date of the Company Shareholders’ Meeting, any event with respect to the Company or any of its Subsidiaries, or with respect to information supplied by or on behalf of the Company specifically for inclusion in the Proxy Statement shall occur which is required to be described in an amendment of, or supplement to, the party which discovers Proxy Statement, such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information event shall be promptly filed so described by the Company, and provided in writing to Parent and Merger Sub. All documents that the Company is responsible for filing with the SEC andin connection with the transactions contemplated herein, to the extent required by Law, disseminated relating to the stockholders Company or its Subsidiaries or other information supplied by the Company for inclusion therein, will comply as to form, in all material respects, with the provisions of Acquirorthe Exchange Act and the respective rules and regulations thereunder, and each such document required to be filed with any Governmental Entity will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by either Merger Sub or Parent for inclusion in the Proxy Statement.
Appears in 2 contracts
Sources: Merger Agreement (Rent Way Inc), Merger Agreement (Rent a Center Inc De)
Proxy Statement. (ia) As promptly as reasonably practicable after the execution of this Agreement, (x) Acquiror and the Company A▇▇▇▇▇, in cooperation with DMK, shall jointly prepare and Acquiror shall file with the SECSEC the Proxy Statement. The Proxy Statement shall, a proxy statement among other things, include the Adamis Board Recommendation and (i) solicit the approval of and include the recommendation of the Adamis Board to Adamis’ stockholders that they vote in favor of the Adamis Proposals and the Other Adamis Proposals. DMK shall deliver to A▇▇▇▇▇ audited financial statements as of and for the years ended December 31, 2020 and 2021 (and, if determined to be filed required in Adamis’ reports and filings with the SEC under applicable securities laws and sent to SEC rules and regulations, 2022), with a report thereon from DMK’s independent accounting firm (the stockholders of Acquiror relating to the Special Meeting (such proxy statement“DMK Audited Financial Statements”), together with any amendments or supplements theretoupdated and reviewed DMK Interim Financial Statements. DMK shall promptly furnish to Adamis all other information concerning DMK, the “Proxy Statement”). Each of Acquiror and the Company shall use its commercially reasonable best efforts to cause to be finished all information with respect to its stockholders, that is required to be disclosed in the Proxy Statement, or in subsequent filings that A▇▇▇▇▇ may make with the SEC.
(b) A▇▇▇▇▇ shall use all reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, and shall respond promptly to any comments of the SEC or its staff and shall use all reasonable efforts to resolve any comments of SEC on the Proxy Statement as promptly as reasonably practicable. Acquiror Adamis shall use its commercially reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the definitive Proxy Statement to be mailed to the Adamis’ stockholders of Acquiror in each case promptly after it is cleared review by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement SEC has been cleared completed. Adamis shall notify DMK promptly upon the receipt of any comments from the SEC or its staff or any supplement or amendment has been filed, or other government officials and of any request by the SEC or its staff or any other government officials for the amendment amendments or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity supplements to review and comment on the Proxy Statement and shall supply DMK with copies of all substantive correspondence between A▇▇▇▇▇ or any Other Document each time before any such document is filed with of its Representatives, on the one hand, and the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in Statement. Whenever any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact DMK or omit Adamis, as the case may be, shall use commercially reasonable efforts to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify inform the other parties of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in filing with the SEC andor its staff or any other government officials, and/or mailing to stockholders of Adamis or DMK, such amendment or supplement. If A▇▇▇▇▇ becomes aware that any information in the extent Proxy Statement is or has become false or misleading in any material respect, Adamis shall take all reasonable steps to make such corrections as are required by Law, disseminated to the stockholders of Acquirorapplicable law or otherwise deemed appropriate by A▇▇▇▇▇.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp), Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp)
Proxy Statement. (ia) As Seller will as promptly as practicable after following the execution of this Agreement, (x) Acquiror and the Company shall jointly Agreement prepare and Acquiror shall file with the SEC, a proxy statement to be filed Proxy Statement with the SEC and sent will use all commercially reasonable efforts to respond to the stockholders comments of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Seller's Shareholders at the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional informationearliest possible time. To the extent not prohibited by Law, the Company Seller shall provide Buyer and their its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and Statement, including any Other Document each time before any such document is filed amendments or supplements thereto, prior to filing with the SEC, and Acquiror shall give reasonable furnish all information concerning it and good faith consideration the holders of its capital stock as Buyer may reasonably request in connection with such actions. Each party to this Agreement will notify the other parties and the Board of Directors of Seller promptly of the receipt of the comments of the SEC, if any, and of any comments made request by the Company SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and its counsel. To will supply the extent not prohibited by Law, Acquiror shall provide the Company and their counsel other parties with (i) any comments or other communications, whether written or oral, that Acquiror copies of all correspondence between such party or its counsel may receive from time to time from representatives, on the one hand, and the SEC or members of its staff staff, on the other hand, with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications the purchase and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none sale of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
Assets. If (ivA) If at any time prior to the Closing Shareholders' Meeting, any information event should occur relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, Seller which is required to should be set forth in an amendment of, or a supplement to, the Proxy Statement, Seller will promptly inform Buyer and (B) if at any time prior to the Shareholders' Meeting, any event should occur relating to Buyer that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Buyer will promptly inform Seller, and in the case of (A) or (B) Seller will, upon learning of such event, promptly prepare and file and, if required, mail such amendment or supplement to Seller's shareholders; provided, however, that prior to such filing or mailing, Seller shall consult with Buyer with respect to such amendment and shall incorporate Buyer's comments thereon to the extent reasonably acceptable to Seller.
(b) Seller and its counsel will use their reasonable efforts to include Buyer and its counsel in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pyramid Breweries Inc), Asset Purchase Agreement (Pyramid Breweries Inc)
Proxy Statement. (ia) As If required by applicable law in connection with the Merger, as promptly as practicable after consummation of the execution of this AgreementOffer, (x) Acquiror and the Company DOCP shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy or information statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Merger Meeting (such proxy statement, together with any supplements or amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror , and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement such filing cleared by the SEC under the Exchange Act as promptly as practicableSEC. Each of Acquiror CSX, NSC, Buyer and the Company agrees to Management Investor shall furnish to the other party DOCP all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters party as DOCP may be reasonably necessary or advisable or as may be reasonably requested request in connection with the preparation of 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case As promptly as practicable after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC, DOCP shall mail the Proxy Statement to the holders of DOCP Shares. The Proxy Statement shall include the recommendation of the DOCP Board in favor of the Merger as described in Section 1.4.
(b) The information supplied by each of CSX, NSC, LLC, Buyer and the Management Investor for inclusion in the Proxy Statement shall not, at the time the Proxy Statement (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (ithereto) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders holders of Acquiror and at DOCP Shares or, unless promptly corrected, during the time pendency of the Special Merger 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 are made, therein not misleading.
(iv) . If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, any of the Company’s Subsidiariesparty hereto, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, such party which is required to should be set forth in a supplement or an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify inform the other parties hereto thereof and an shall take appropriate amendment or supplement describing such information shall be promptly filed with action in respect thereof.
(c) Notwithstanding anything in the SEC and, foregoing to the extent required by contrary, in the event that at any time Buyer and/or any other direct or indirect subsidiary of Buyer shall acquire at least 90% of the outstanding DOCP Shares, Buyer and DOCP shall take all necessary and appropriate action to cause the Merger to become effective as promptly as practicable after the expiration of the Offer and the satisfaction or waiver of the conditions set forth in Article VII without the Merger Meeting in accordance with Section 905 of the New York Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Delaware Otsego Corp), Merger Agreement (Norfolk Southern Corp)
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the The Company shall jointly agrees to use its commercially reasonable efforts to prepare and Acquiror shall file with the SEC, SEC as soon as practicable a proxy statement to be filed with the SEC and sent to holders of the stockholders Common Stock in connection with a meeting of Acquiror relating holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the Special NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the The Proxy Statement shall comply as to comply form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SECthereunder. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the The Company agrees to furnish will, (1) at least five (5) Business Days prior 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement initial anticipated filing of the Proxy Statement or for additional information. To any amendment or supplement thereto (or, in the extent not prohibited by Lawcase of an amendment, the Company and their counsel shall be given a reasonable opportunity to review and comment on supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and any Other Document (2) use its commercially reasonable efforts to address in each time before any such document is prior to being so filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any SEC such comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror as such Noteholder or its counsel may receive from time reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to time from (A) clear any comments provided by the SEC or its staff with respect to the Proxy Statement or Other Documents as promptly as reasonably practicable after receipt of those comments or other communications thereof, and (iiB) a reasonable opportunity mail or otherwise deliver (or cause to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company mailed or its counsel in any discussions or meetings with the SEC.
(iiiotherwise delivered) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any holders of the Company’s SubsidiariesCommon Stock promptly after, or their respective Affiliatesand hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, directors or officers is discovered by (x) the Company or Acquiror, which is required to be set forth in an amendment or supplement to first Business Day following the 10th calendar day after the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, Statement in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly preliminary form has been filed with the SEC andif the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the extent required by LawNoteholders, disseminated or publicly propose to withdraw, qualify or modify in a manner adverse to the stockholders Noteholders, its recommendation of Acquirorthe Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 2 contracts
Sources: Exchange Agreement (Northern Oil & Gas, Inc.), Exchange Agreement (TRT Holdings Inc)
Proxy Statement. (i) As promptly soon as practicable after the execution earlier of (i) the Acceptance Date, unless the Merger is consummated in accordance with Section 253 of the DGCL, and (ii) a termination or expiration of the Offer that does not result in the termination of this Agreement, (x) Acquiror and if required under applicable Law, the Company shall jointly prepare and Acquiror shall the Proxy Statement, file with the SEC, a proxy statement to be filed it with the SEC under the Exchange Act, and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its all reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as SEC. Parent and Merger Subsidiary shall promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party Company all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, Parent and other equityholders and information regarding such other matters as Merger Subsidiary that may be reasonably necessary required or advisable or as may be reasonably requested in connection with any action contemplated by this Section 6.9. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Exchange Act in connection with Proxy Statement and of any requests by the Transactions, SEC for any amendment or any other statement, filing, notice supplement thereto or application made by or on behalf for additional information and shall provide to Parent promptly copies of Acquiror, all correspondence between the Company or any Representative of the Company’s Subsidiaries Company and the SEC. The Company shall give Parent and its counsel a reasonable opportunity to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause review the Proxy Statement prior to be mailed its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the stockholders 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 Acquiror in each case the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly after it is cleared to all such comments of and requests by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably . As promptly as practicable after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for SEC, the amendment or supplement of Company shall mail the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of Company that the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by stockholders vote to approve the Merger and this Agreement unless the Board of Directors of the Company has withdrawn or Acquiror, which is required to be set forth modified its recommendation in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed accordance with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorSection 6.3.
Appears in 2 contracts
Sources: Merger Agreement (Dune Energy Inc), Merger Agreement (Eos Petro, Inc.)
Proxy Statement. (ia) As promptly as reasonably practicable after the execution date hereof but in no event later than November 25, 2025 (unless any filing is delayed due to a temporary closure of this Agreementany Governmental Authority (including a government shutdown)), (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with SEC the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “preliminary Proxy Statement”), which shall, subject to Section 6.3, include the Company Board Recommendation. Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablereasonably practicable after the filing thereof. Each Subject to applicable Law, Company shall reasonably promptly notify Parent of Acquiror and the Company agrees receipt of all comments from the SEC with respect 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request by the SEC for the any amendment or supplement thereto or for additional information and shall reasonably promptly provide to Parent copies of all correspondence between Company or any of its Representatives and the SEC with respect to the Proxy Statement. Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement and any amended or for additional informationsupplemental proxy materials from the SEC. To Parent shall provide to Company such information concerning itself and its Affiliates and the extent not prohibited Equity Investors as is customarily included in a proxy statement prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by applicable Law, as requested by the SEC or as Company and their may reasonably request. Subject to applicable Law, Company shall provide legal counsel shall be given to Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement and any Other Document each time before any amended or supplemental proxy materials prior to filing such document is filed documents with the SEC, SEC and Acquiror mailing such documents to Company’s stockholders. Company shall give reasonable and consider in good faith consideration to any all comments made reasonably and promptly proposed by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror Parent or its legal counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement and any amended or Other Documents supplemental proxy materials. Company shall, reasonably promptly after receipt upon the earlier of those comments or other communications (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, (i) in accordance with applicable Law and the Organizational Documents, establish a record date for, duly call and give notice of the Stockholders Meeting and (ii) a reasonable opportunity cause the definitive Proxy Statement to participate be mailed to Company’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, reasonably promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies. Notwithstanding anything to the response contrary in this Agreement, in no event shall the Proxy Statement be required to be filed in definitive form or mailed to the holders of Acquiror Company Common Stock prior to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECCut-Off Time.
(iiib) Each of Acquiror If, at any time prior to the Company Stockholder Approval, any information relating to Company, Operating Partnership and the Company shall ensure Subsidiaries and Parent, Parent REIT Merger Sub, OP Merger Sub and the Parent Subsidiaries or any of their respective Affiliates, officers, directors, partners or managers, as applicable, is discovered by Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, shall not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so Party that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties thereof, and an appropriate amendment or supplement describing containing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders holders of AcquirorCompany Common Stock. Each of Company, Operating Partnership and the Company Subsidiaries and Parent, REIT Merger Sub, OP Merger Sub and the Parent Subsidiaries agrees to promptly correct any information provided by it or its respective Representatives specifically for use in the Proxy Statement and any amended or supplemental proxy materials if and to the extent that such information shall have become false or misleading in any material respect.
(c) The Proxy Statement will (with respect to Company, its officers and directors, Operating Partnership and the Company Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Plymouth Industrial REIT, Inc.), Merger Agreement (Plymouth Industrial REIT, Inc.)
Proxy Statement. (a) AHL shall (i) As as promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments thereof or supplements theretothereto and any other required proxy materials, the “Proxy Statement”) relating to a meeting of the shareholders of AHL for the purpose of seeking the Required Vote (the “AHL Shareholders Meeting”). Each , (ii) respond as promptly as reasonably practicable to any comments received from the staff of Acquiror the SEC with respect to such filings, (iii) as promptly as reasonably practicable, prepare and the Company shall file any amendments or supplements necessary to be filed in response to any such comments, (iv) use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC under the Exchange Act and thereafter mail to its stockholders such Proxy Statement in final form as promptly as practicable, and (v) to the extent required by applicable Law, promptly file and mail to the AHL shareholders any supplement or amendment to such Proxy Statement. Each AHL shall promptly notify AGM upon the receipt of Acquiror any comments (written or oral) from the SEC or its staff or any requests from the SEC or its staff for amendments or supplements to the Proxy Statement, shall consult with AGM and provide AGM with the opportunity to review and comment upon any response to such comments or requests prior to responding to any such comments or requests and shall reasonably consider AGM’s comments in good faith, and shall provide AGM promptly with copies of all correspondence between AHL and its representatives, on the one hand, and the Company agrees to furnish to SEC and its staff, on the other party hand. AGM shall cooperate with AHL in connection with the preparation and filing of the Proxy Statement, including promptly furnishing AHL, upon request, with any and 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 required to be reasonably requested set forth 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to under the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror Exchange Act. AHL will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given provide AGM a reasonable opportunity to review and comment on upon the Proxy Statement and Statement, or any Other Document each time before any such document is filed amendments or supplements thereto, prior to filing the same with the SEC, and Acquiror shall give reasonable and reasonably consider AGM’s comments in good faith consideration faith.
(b) If, at any time prior to AHL Shareholders Meeting any comments made information relating to AHL or AGM or any of their respective Affiliates should be discovered by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments AHL or other communications, whether written AGM which should be set forth in an amendment or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect supplement to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on Statement, so that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC party, and, to the extent required by applicable Law, disseminated AHL shall disseminate an appropriate amendment thereof or supplement thereto describing such information to AHL’s shareholders.
(c) Subject to Section 5.4, the stockholders of AcquirorAHL Recommendation shall be included in the Proxy Statement.
Appears in 2 contracts
Sources: Transaction Agreement (Apollo Global Management, Inc.), Transaction Agreement (Athene Holding LTD)
Proxy Statement. (i) As promptly as practicable after the execution and delivery of this Agreement, (x) Acquiror and the Company shall:
(a) prepare and, after consultation with and review by Parent and its outside counsel (which review shall jointly prepare and Acquiror shall not be unreasonably delayed), file with the SEC, SEC a preliminary proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror Transactions and the Company shall this Agreement and use its reasonable best efforts (i) to cause obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with and review by Parent (which review shall not be unreasonably delayed), to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts respond promptly to have the Proxy Statement cleared any comments made by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees to furnish with respect to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, preliminary proxy statement 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will promptly cause the Proxy Statement to be mailed to the its stockholders of Acquiror in each case promptly and, if necessary, after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has shall have been cleared so mailed, promptly circulate amended or any supplement supplemental proxy material and, if required in connection therewith, resolicit proxies; provided, that no such amended or amendment has been filedsupplemental proxy material will be mailed by the Company without consultation with and review by Parent and its outside counsel (which review shall not be unreasonably delayed) and (ii), or subject to Section 6.3(b), to obtain the necessary approvals of this Agreement and the Transactions by its stockholders;
(b) promptly notify Parent of the receipt of the comments of the SEC and of any request by from the SEC for amendments or supplements to the amendment preliminary proxy statement or supplement of the Proxy Statement or for additional information. To , and will promptly supply Parent and its outside counsel with copies of all written correspondence between the extent not prohibited by LawCompany or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the preliminary proxy statement, the Proxy Statement or the Transactions;
(c) promptly inform Parent and its outside counsel if at any time prior to the Special Meeting any event should occur that is required by applicable law to be set forth in an amendment of, or a supplement to, the Proxy Statement, in which case, the Company, with the cooperation of and in consultation with Parent and its outside counsel, will, upon learning of such event, promptly prepare and mail such amendment or supplement; and
(d) it is expressly understood and agreed that (i) Parent, Merger Subsidiary, Acquisition Subsidiary and the Company will cooperate with each other in connection with all aspects of the preparation, filing and their clearance by the SEC of the Proxy Statement (including the preliminary proxy statement and any and all amendments or supplements thereto), (ii) the Company shall give Parent and its outside counsel shall be given a reasonable the opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is prior to it being filed with the SEC, SEC and Acquiror shall give Parent and its outside counsel the opportunity to review and comment on 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 each of the Company and Parent agrees to use its reasonable best efforts, after consultation with the other, to respond promptly to all such comments of and good faith consideration requests by the SEC and (iii) to any comments made the extent practicable and desired by Parent, the Company and its counsel. To the extent not prohibited by Law, Acquiror outside counsel shall provide the Company permit Parent and their its outside counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating all communications with the Company or SEC and its counsel in any discussions or staff (including all meetings with the SEC.
(iiiand telephone conferences) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so this Agreement or any of the transactions contemplated thereby (provided, that in the event that such document would include any misstatement of a material fact participation by Parent is not practicable or omit to state any material fact necessary to make desired by Parent, the statements therein, in light Company shall promptly inform Parent and its counsel of the circumstances under which they were made, not misleading, content of all such communications and the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorparticipants involved therein).
Appears in 2 contracts
Sources: Merger Agreement (Ssa Global Technologies, Inc), Merger Agreement (E Piphany Inc)
Proxy Statement. (ia) As promptly soon as reasonably practicable after following the execution date of this Agreement, Buyer shall prepare (xwith Sellers’ reasonable cooperation) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent made available to the stockholders of Acquiror Buyer relating to the Special Buyer Stockholder Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each ) and cause it to be furnished to the SEC and to be sent or otherwise made available to the stockholders of Acquiror Buyer relating to the Buyer Stockholder Meeting in compliance with applicable Law, including the Exchange Act and the Company Securities Act, it being understood that Buyer shall use its reasonable best efforts to cause file the Proxy Statement to comply within forty-five (45) days after the date hereof and in any event shall file the Proxy Statement with the rules SEC no later than sixty (60) days after the date hereof. Buyer shall promptly notify 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 regulations promulgated by 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. Acquiror Buyer shall use its commercially reasonable best efforts to have 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 cleared by (or any amendment or supplement thereto) to 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed making it available to the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, Buyer or responding to any comments of the time when the Proxy Statement has been cleared or any supplement or amendment has been filedSEC with respect thereto, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel Buyer shall be given (A) provide Sellers with a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed or response (including the proposed final version of such document or response) and (B) consider in good faith all comments reasonably proposed by Sellers. Buyer shall also take any other action required to be taken under the Securities Act, the Exchange Act, the Nasdaq or any other applicable Law in connection with the SEC, transactions contemplated by this Agreement and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To issuance of the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECIssued Shares.
(iiib) Each of Acquiror Buyer, on the one hand, and Sellers, on the Company shall ensure other hand, each covenant that none of the information supplied or to be supplied by Buyer or on its behalf Sellers, as applicable, for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first filed with the SEC or mailed or otherwise made available to the stockholders of Acquiror and Buyer or at the time of the Special Buyer Stockholder 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 are made, not misleading. The Proxy Statement will comply as to form in all material respects with applicable Law, including the requirements of the Exchange Act and the rules and regulations thereunder.
(ivc) If If, at any time prior to the Closing receipt of the Requisite Buyer Stockholder Approval, any information relating to Acquiror, the Company, Buyer or any of the Company’s Subsidiaries, or their respective its Affiliates, directors or officers is should be discovered by Buyer which, in the Company or Acquirorreasonable judgment of Buyer, which is required to should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Buyer shall promptly notify Sellers, and Buyer and Sellers shall cooperate in the other parties and an appropriate amendment or supplement describing such information shall be promptly filed prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable Law, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of AcquirorBuyer.
Appears in 2 contracts
Sources: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.)
Proxy Statement. (ia) As promptly as practicable and in no event later than 30 days after the execution of this Agreementdate hereof, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file a preliminary proxy statement on Schedule 14A with the SEC (the “Preliminary Proxy Statement”) and, subsequent to receiving clearance from the SEC, a definitive proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting on Schedule 14A (such proxy statement, together with any amendments or supplements thereto, the “Definitive Proxy Statement”). Each Subject to Section 7.03, the Proxy Statement shall include the Company Board Recommendation in favor of Acquiror and each of the Company Stockholder Proposals. The Company shall use its reasonable best efforts to cause the Definitive Proxy Statement to comply be mailed to its stockholders as promptly as practicable after the SEC clears any and all outstanding comments to the Proxy Statement. The Company shall promptly provide copies, consult with Saratoga and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and shall notify Investor of any oral comments received from the SEC. The Company shall use its reasonable best efforts to ensure that the Proxy Statement complies in all material respects with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have SEC under the 1934 Act (including Section 14 thereof), and the Proxy Statement cleared by will be complete in all material respects and will not contain (at the SEC under time such materials or information are distributed, filed or provided, as 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 case 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingapplicable shareholder vote or action, contain including any supplement thereto) any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading.
(ivb) If Saratoga (acting on behalf of, and with respect to, the Investors) shall use its reasonable best efforts to ensure that the information it supplies to the Company for inclusion in the Proxy Statement will be complete in all material respects and will not contain (at the time such materials or information are distributed, filed or provided, as the case may be and at the time of the applicable stockholder vote or action, including any supplement thereto) any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading.
(c) The Company will advise Saratoga promptly after it receives notice thereof of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. No amendment to the Proxy Statement shall be filed without the approval of Saratoga, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Closing Closing, any information relating to Acquiror, the Company, or any of the Company’s Subsidiaries, or their its respective Affiliates, officers or directors or officers is should be discovered by the Company or Acquiror, which is required to Saratoga that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of Acquirorthe Company.
Appears in 2 contracts
Sources: Stock Purchase Agreement (GSC Investment Corp.), Stock Purchase Agreement (GSC Investment Corp.)
Proxy Statement. (i) As promptly Subject to the provisions of this Agreement and the Articles of Merger, FEC shall, as soon as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement for the solicitation of proxies in favor of the transactions and agreements referred to be filed with in Section 4.3(c) (the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror and the Company FEC shall use its all reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act for mailing in definitive form as promptly as practicablepracticable after such filing. Each FEC and St. Joe ▇▇▇ll cooperate with each other in the preparation of Acquiror the Proxy Statement and any amendment or supplement thereto. FEC shall notify St. Joe ▇▇ the Company agrees to furnish receipt of any comments of the SEC with respect to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholdersProxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and other equityholders shall provide to St. Joe ▇▇▇mptly copies of all correspondence between the SEC and information regarding such other matters as may be reasonably necessary FEC or advisable or as may be reasonably requested in connection any of its advisors with respect to the Proxy Statement. FEC shall give St. Joe ▇▇▇ its counsel reasonably appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, a Current Report on Form 8-K pursuant and incorporate therein any reasonable comments St. Joe ▇▇▇ ▇▇▇ely deliver to FEC with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the Exchange Act in connection SEC. FEC agrees to use all reasonable efforts, after consultation with the TransactionsSt. Joe ▇▇▇ its advisors, or any other statementto respond promptly to all such comments of, filing, notice or application made by or on behalf of Acquirorand requests by, the Company or the Company’s Subsidiaries SEC and to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders holders of Acquiror in each case promptly after it FEC Common Stock entitled to vote at the Stockholders Meeting as soon as reasonably practicable following the execution hereof. St. Joe ▇▇▇ll provide FEC such information concerning the business and affairs of St. Joe ▇▇▇ Merger Sub as is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf required for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleadingStatement.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Distribution and Recapitalization Agreement (St Joe Co), Distribution and Recapitalization Agreement (Florida East Coast Industries Inc)
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause the Proxy Statement to comply prepare and file with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act , as promptly as practicable. Each practicable after the date hereof but in no event later than 30 days after the Initial Closing, preliminary proxy materials with respect to a meeting of Acquiror the stockholders for the purpose of approving the issuance of shares of Preferred Stock upon conversion of the Notes in accordance with the terms of the Notes and the Company agrees issuance of the Warrants to furnish to be issued at the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters Second Closing 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 contemplated by or on behalf of Acquirorthis Agreement. Thereafter, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection shall as promptly as possible file with the Transactions SEC the definitive proxy statement and acting through its Board of Directors, (the “Other Documents”). Acquiror will cause the Proxy Statement i) call a Special Meeting to be mailed held at the earliest practicable date but in no event later than 45 days after the earlier of (x) receiving notification that the SEC is not reviewing the preliminary proxy materials and (y) the conclusion of any SEC review of the preliminary proxy materials, for the sole purpose of voting upon the approval of the issuance of shares of Preferred Stock upon conversion of the Notes in accordance with the terms of the Notes and the issuance of the Warrants to be issued at the Second Closing as contemplated by this Agreement and (ii) include in the proxy statement the recommendation of its Board of Directors that holders of the Common Stock approve such issuances referred to in clause (i) above; provided, however, that the Board of Directors may withdraw or adversely modify their recommendation of the issuances referred to in clause (i) above if the Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that from a financial point of view to the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly based solely on facts or conditions arising after Acquiror receives notice thereofthe date hereof, that the issuances referred to in clause (i) above are not in the best interests of the time when Company's stockholders. In the Proxy Statement has been cleared event that the Board of Directors withdraws or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement adversely modifies its recommendation of the Proxy Statement or for additional information. To the extent not prohibited by Lawissuances referred to in clause (i) above, the Company and will pay to the Purchasers (based on their counsel pro rata percentage of the aggregate Purchase Price) in immediately available funds an amount in cash as liquidated damages equal to five percent (5%) of the aggregate principal amount of the Notes issued hereunder, payable within two (2) business days of such withdrawal or modification. Neither prior to nor at the Special Meeting shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Lawput forth any matter, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of than those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information matters relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered transactions expressly contemplated by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andthis Agreement, to the extent required by Law, disseminated to holders of Common Stock for their approval without the stockholders prior written consent of AcquirorWarburg.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Proxim Corp), Securities Purchase Agreement (Warburg Pincus Private Equity Viii L P)
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the The Company shall use its reasonable best efforts to cause the Proxy Statement to comply prepare and file with the rules SEC, as promptly as practicable after the date hereof but in no event later than twenty (20) Business Days after the Closing Date, preliminary proxy materials with respect to the meeting of the stockholders for the purpose of approving the Special Meeting Proposal. Thereafter, the Company shall as promptly as possible file with the SEC the definitive proxy statement and regulations promulgated by (i) call a Special Meeting to be held at the SECearliest practicable date but in no event later than forty (40) days after the earlier of (x) receiving notification that the SEC is not reviewing the preliminary proxy materials and (y) the conclusion of any SEC review of the preliminary proxy materials, for the sole purpose of voting upon the Special Meeting Proposal and (ii) include in the proxy statement the recommendation of its Board of Directors that holders of the Common Stock approve the Special Meeting Proposal; provided, however, that the Board of Directors may withdraw or adversely modify their recommendation of the Special Meeting Proposal if the Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that from a financial point of view to the stockholders of the Company the Special Meeting Proposal is not in the best interests of the Company's stockholders. Acquiror Neither prior to nor at the Special Meeting shall the Company put forth any matter, other than the Special Meeting Proposal, to the holders of Common Stock for their approval without the prior written consent of the Purchasers.
(b) The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror prepare 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed file with the SEC, and Acquiror shall give reasonable and good faith consideration to as promptly as reasonably practicable taking into account any comments made by pending material issues or transactions affecting the Company and its counsel. To after the extent not prohibited by LawExchange Closing, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff preliminary proxy materials with respect to the Proxy Statement or Other Documents promptly after receipt meeting of those comments or other communications the stockholders for the purpose of approving (i) an increase in the authorized capital of the Company and (ii) a reasonable opportunity to participate in reverse stock split of the response of Acquiror to those comments and to provide comments on that response Common Stock (to which reasonable and good faith consideration shall be givencollectively, the "Charter Amendment Proposals"), including by participating in each case on terms to be determined after consultation with (x) its legal counsel and financial advisors and (y) the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and Purchasers. Thereafter, the Company shall ensure that none as promptly as possible file with the SEC the definitive proxy statement and acting through its Board of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willDirectors, at the date it is first mailed to (i) call a special meeting of the stockholders of Acquiror and the Company to be held at the time earliest practicable date after the earlier of (x) receiving notification that the SEC is not reviewing the preliminary proxy materials and (y) the conclusion of any SEC review of the Special Meetingpreliminary proxy materials, contain any untrue for the purpose of voting upon the Charter Amendment Proposals and (ii) include in the proxy statement the recommendation 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 its Board of Directors that holders of the circumstances under which they Common Stock approve the Charter Amendment Proposals; provided, however, that the Board of Directors may withdraw or adversely modify their recommendation of the Charter Amendment Proposals if the Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that the Charter Amendment Proposals are made, not misleading.
(iv) If at any time prior to in the Closing any information relating to Acquiror, the Company, any best interests of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Proxim Corp), Securities Purchase Agreement (Warburg Pincus Private Equity Viii L P)
Proxy Statement. (ia) As If required by applicable law in connection with the Merger, as promptly as practicable after consummation of the execution of this AgreementOffer, (x) Acquiror and the Company DOCP shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy or information statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Merger Meeting (such proxy statement, together with any supplements or amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror , and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement such filing cleared by the SEC under the Exchange Act as promptly as practicableSEC. Each of Acquiror CSX, NSC, Buyer and the Company agrees to Management Investor shall furnish to the other party DOCP all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters party as DOCP may be reasonably necessary or advisable or as may be reasonably requested request in connection with the preparation of 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case As promptly as practicable after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC, DOCP shall mail the Proxy Statement to the holders of DOCP Shares. The Proxy Statement shall include the recommendation of the DOCP Board in favor of the Merger as described in Section 1.4.
(b) The information supplied by each of CSX, NSC, LLC, Buyer and the Management Investor for inclusion in the Proxy Statement shall not, at the time the Proxy Statement (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (ithereto) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders holders of Acquiror and at DOCP Shares or, unless promptly corrected, during the time pendency of the Special Merger 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 are made, therein not misleading.
(iv) . If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, any of the Company’s Subsidiariesparty hereto, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, such party which is required to should be set forth in a supplement or an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify inform the other parties hereto thereof and an shall take appropriate amendment or supplement describing such information shall be promptly filed with action in respect thereof.
(c) Notwithstanding anything in the SEC and, foregoing to the extent required by Lawcontrary, disseminated in the event that at any time Buyer and/or any other direct or indirect subsidiary of Buyer shall acquire at least 90% of the outstanding DOCP Shares, Buyer and DOCP shall take all necessary and appropriate action to cause the stockholders of Acquiror.Merger to become effective as promptly as practicable after the expiration of
Appears in 2 contracts
Sources: Merger Agreement (Delaware Otsego Corp), Merger Agreement (CSX Corp)
Proxy Statement. (i) As promptly as practicable after and in any event no later than the execution later to occur of this Agreementthe 15th Business Day or the filing of the Registration Statements following the date hereof, (x) Acquiror and the Company shall jointly (i) prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror in preliminary form relating to the Special Stockholders Meeting (such proxy statement, together with including any amendments amendment or supplements supplement thereto, the “Proxy Statement”). Each ) (ii) subject to Section 7.2, include in the Proxy Statement the Company Recommendation, (iii) furnish the information required to be provided to the holders of Acquiror Shares pursuant to Delaware Law, the Exchange Act and any other applicable Laws and (iv) use its reasonable efforts to solicit from holders of all of the Shares 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 DGCL and any other applicable Law and the Charter and By-Laws (if applicable) to effect the Merger; provided, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall use its give due consideration to all reasonable best efforts additions, deletions, or changes thereto suggested by Parent, Merger Sub and their counsel. The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of the Proxy Statement thereto, or for additional information. To the extent not prohibited by Law, the Company and shall provide to Parent, after Parent, Merger Sub and their counsel shall be given have had a reasonable opportunity to review and comment on the Proxy Statement and draft correspondence and due consideration has been given to such comments by the Company, copies of all correspondence between the Company and/or any Other Document of its Representatives and the SEC. The Company and Parent shall each time before any such document is filed use reasonable best efforts to promptly provide satisfactory responses to the SEC with respect to all comments received on the Proxy Statement by the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of cause the information supplied by or on its behalf for inclusion or incorporation by reference in the definitive Proxy Statement will, at to be mailed as promptly as practicable after the date the SEC staff advises that it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiarieshas no further comments thereon, or their respective Affiliates, directors or officers is discovered by that the Company or Acquiror, which is required to be set forth in an amendment or supplement to may commence mailing the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Merger Agreement (Optimer Pharmaceuticals Inc), Merger Agreement (Cubist Pharmaceuticals Inc)
Proxy Statement. (ia) The Company, acting through its Board of Directors, shall duly call, give notice of, convene and hold a special meeting (the "Special Meeting") of shareholders as soon as practicable for the purpose of considering and taking action upon this Agreement and the Merger.
(b) As promptly as practicable after the execution of this Agreementdate hereof, but in no event later than ten (x10) Acquiror and business days after the date hereof, the Company shall jointly prepare and Acquiror shall file with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), and shall use its best efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to consider the Merger or an information statement, as appropriate (such proxy statement or information statement, as amended or supplemented, the letter to the Company's stockholders, the notice of meeting and form of proxy to be distributed to the Company's stockholders and any annexes, schedules and exhibits required to be filed with the SEC and sent in connection therewith are collectively herein referred to as the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “"Proxy Statement”"). Each The Proxy Statement shall contain the recommendation of Acquiror the Board of Directors of the Company in favor of the Merger and the fairness opinion of Delta Financial Group, Inc. (the "Financial Advisor") and such other disclosures as are required by Law (as defined in Section 2.6 hereof).
(c) The shareholder vote required for the adoption of this Agreement and the Merger shall be the vote required by the Rhode Island Act. The Company shall will use its reasonable best efforts to solicit from its shareholders proxies in favor of adoption and approval of the Merger and to take all other reasonable action necessary or, in the judgment of Parent, helpful to secure the vote of shareholders required by the Rhode Island Act to effect the Merger and the conversion into cash of the outstanding Shares pursuant to Section 1.3 hereof.
(d) Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement Statement, insofar as it relates to Parent and its subsidiaries, to comply with the rules and regulations promulgated by the SECapplicable Law. Acquiror shall use its reasonable best efforts Parent agrees promptly to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and advise the Company agrees to furnish to the other party all information concerning itselfif, 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing Special Meeting, any information relating provided by it specifically for inclusion in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by provide the Company with the information needed to correct such inaccuracy or Acquiror, which is required omission. Parent will furnish the Company with such supplemental information as may be necessary in order to be set forth in an amendment or supplement to cause the Proxy Statement, so that such document would include any misstatement of a material fact or omit insofar as it relates to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties Parent and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andits subsidiaries, to comply with applicable Law after the extent required by Law, disseminated mailing thereof to the stockholders of Acquirorthe Company.
(e) The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act.
(f) The Company shall provide Parent for its review a copy of the Proxy Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby. Parent authorizes the Company 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 2 contracts
Sources: Merger Agreement (Network Six Inc), Merger Agreement (Saugatuck Capital Co LTD Partnership Iii)
Proxy Statement. (i) As Subject to Section 5.4, as promptly as reasonably practicable after following the execution date of this Agreement, Company shall (xwith the assistance and cooperation of Buyer as reasonably requested by Company) Acquiror take all action reasonably necessary to prepare, in accordance with applicable Law and the Company Organizational Documents, as applicable, proxy materials which shall jointly prepare constitute the Scheme Document and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Scheme Meeting and the Company GM for the purpose of passing the Company Shareholder Resolutions (such proxy materials and proxy statement, together with any amendments as amended or supplements theretosupplemented from time to time, the “Proxy Statement”). Each Unless the Company Board of Acquiror and the Directors shall have made an Adverse Recommendation Change, Company shall use its reasonable best efforts to solicit or cause the Proxy Statement to comply be solicited from its shareholders (including through a proxy solicitation firm), in accordance with applicable Law and the rules and regulations promulgated by of the SEC. Acquiror shall use its reasonable best efforts NYSE, proxies to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and secure the Company agrees Shareholder Approval and take all other reasonable actions necessary or advisable to secure the Company Shareholder Approval. Buyer shall take any action required to be taken under any applicable state or provincial securities Laws in connection with the issuance of the New Buyer Shares in the Transaction. Buyer and Company shall furnish to the other party all information concerning itselfBuyer and Company, its Subsidiariesrespectively, 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 Statement (or any supplement required thereto) and any such action as aforesaid. Other than in the case of an Adverse Recommendation Change pursuant to the Exchange Act in connection with the TransactionsSection 5.3, no filing of, or any other statementamendment or supplement to, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to will be mailed to made by either Party without providing the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given other Party a reasonable opportunity to review and comment on thereon (which comments shall be considered in good faith). Each Party will advise the other Party promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and any Other Document each time before any such document is filed with responses thereto or requests by the SECSEC for additional information, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall will promptly provide the Company and their counsel other Party with (i) copies of any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time communication from the SEC or its staff any state securities commission with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) thereto. Each of Acquiror Company and the Company Buyer shall ensure that none of the information supplied provided by or on its behalf it for inclusion or incorporation by reference in the Proxy Statement will, (and any supplement required thereto) at the date it is first mailed to the stockholders time of Acquiror mailing thereof and at the time of the Special Meeting, contain any Scheme Meeting and the Company GM will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and Company will ensure that the party which discovers such information shall promptly notify Proxy Statement (and any supplement required thereto) at the other parties time of mailing thereof and an appropriate amendment or supplement describing such information shall be promptly filed at the time of the Scheme Meeting and the Company GM will (with the SEC and, assistance and cooperation of Buyer as reasonably requested by Company) comply as to form in all material respects with the extent required by provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and any applicable provisions of the Companies Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Transaction Agreement (Delphi Technologies PLC), Transaction Agreement (Borgwarner Inc)
Proxy Statement. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company Parent shall jointly prepare and Acquiror shall file with the SEC, a proxy statement cause to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretoSEC, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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, affiliates and other equityholders the holders of its capital stock to Parent and information regarding provide such other matters as may be reasonably necessary or advisable or assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. Parent shall promptly notify Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, a Current Report and shall, as promptly as practicable after receipt thereof, provide Company with copies of all correspondence between it and its Representatives, on Form 8-K pursuant the one hand, and the SEC, on the other hand, and all written comments with respect 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed received from the SEC and promptly advise Company of any oral comments with respect to the stockholders of Acquiror in each case Proxy Statement received from the SEC. Parent shall use its reasonable best efforts to respond as promptly after it is as practicable to any comment from the SEC with respect to the Proxy Statement and have such comment cleared by the SEC.
SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing (ii) To including with respect to the extent not prohibited by Lawpreliminary Proxy Statements), Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when mailing the Proxy Statement has been cleared (or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement thereto) or responding to any comments of the Proxy Statement or for additional information. To SEC with respect thereto, each of Company (as applicable) and Parent shall cooperate and provide the extent not prohibited by Law, the Company and their counsel shall be given other a reasonable opportunity to review and comment on such document or response (including the Proxy Statement proposed final version of such document or response) and shall give due consideration to all reasonable changes provided by the other Party. Parent shall also use reasonable best efforts to take any Other Document each time before other 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 Parent Common Shares in the Merger and Company shall furnish all information concerning Company and Company Investors as may be reasonably requested in connection with any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECactions.
(iiib) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willIf, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing receipt of the Parent Shareholder Approval, any information relating to AcquirorCompany or Parent, the Company, or any of the Company’s Subsidiaries, or their respective Affiliatesaffiliates, directors or officers is should be discovered by the Company or AcquirorParent which, which is required to in the reasonable judgment of Company or Parent, should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties, and an Company (as appropriate amendment or supplement describing such information under the circumstances) and Parent shall be promptly filed cooperate in the prompt filing by Parent with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, disseminated in disseminating the information contained in such amendment or supplement to shareholders of Parent. Nothing in this Section 6.4(b) shall limit the obligations of any Party under Section 6.4(a). For purposes of this Section 6.4, any information concerning or, by its nature, related to Company or its affiliates will be deemed to have been provided by Company, and any information concerning or related to the stockholders Transactions (other than any information regarding the transactions effecting the Company Reorganization), Parent, its affiliates or the Parent Shareholder Meeting will be deemed to have been provided by Parent.
(c) As promptly as practicable, Parent shall, in accordance with applicable Law and the Parent Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Parent Shareholder Meeting solely for the purpose of Acquirorobtaining the Parent Shareholder Approval (and no other matters shall be submitted at such meeting unless consented to by the Company in its sole discretion). Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of Parent entitled to vote at the Parent Shareholder Meeting and to hold the Parent Shareholder Meeting as soon as practicable. Parent shall, through the Parent Board of Trustees, recommend to its shareholders that they give the Parent Shareholder Approval, include such recommendation in the Proxy Statement, and solicit and use its reasonable best efforts to obtain the Parent Shareholder Approval, except to the extent that the Parent Board of Trustees shall have made an Adverse Recommendation Change as permitted by Section 6.3; provided, however, that Parent’s obligation to duly call, give notice of, convene and hold the Parent Shareholder Meeting shall be unconditional unless this Agreement is terminated in accordance with its terms and shall not be affected by any Adverse Recommendation Change. Notwithstanding the foregoing provisions of this Section 6.4(c), if, on a date for which the Parent Shareholder Meeting is scheduled, Parent has not received proxies representing a sufficient number of Parent Common Shares to obtain the Parent Shareholder Approval, whether or not a quorum is present, Company may require Parent, and Parent shall have the right, to adjourn or postpone the Parent Shareholder Meeting (provided, however, that the Parent Shareholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)); provided, further, the Parent Shareholder Meeting may not be postponed or adjourned on the date the Parent Shareholder Meeting is scheduled if Parent shall have received proxies in respect of an aggregate number of Parent Common Shares, which have not been withdrawn, such that Parent Shareholder Approval will be obtained at such meeting.
(d) Parent will use its reasonable best efforts to hold the Parent Shareholder Meeting as soon as reasonably practicable after the date of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Starwood Waypoint Residential Trust), Merger Agreement (Colony Capital, Inc.)
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company Exodus shall jointly prepare and Acquiror shall file prepare, with the SECcooperation of the Company, a proxy statement the Exodus Proxy Statement. Exodus shall use its best efforts to be filed file the Exodus Proxy Statement with the SEC and sent to as soon as practicable after the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and date on which the Company provides audited financial statements of the Company for inclusion in the Exodus Proxy Statement and shall use its reasonable best efforts to cause clear all SEC comments and mail the Exodus Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts all stockholders of Exodus entitled to have the Proxy Statement cleared by the SEC receive such notice under the Exchange Act Delaware Law as promptly as practicablepossible thereafter. 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 Whenever 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff event occurs with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure Exodus that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Exodus Proxy Statement, so the applicable party shall promptly inform the other party of such occurrence and cooperate in mailing to stockholders of Exodus such amendment or supplement. The Exodus Proxy Statement shall include the recommendation of the Board of Directors of Exodus that the Exodus stockholders vote in favor of the issuance of shares of Exodus Common Stock in the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair to the stockholders of Exodus (the "Recommendation"), along with a copy of the written opinion referred to in -------------- Section 3.13; provided, however, that nothing in this Agreement shall prevent -------- ------- the Board of Directors of Exodus from withholding, withdrawing, amending or modifying the Recommendation if (i) Exodus receives an unsolicited, bona fide Third Party Acquisition Proposal (as defined in Section 5.7(b)) that is conditioned on (or requires) the cancellation, termination, abandonment or modification of the Merger or any of the other transactions contemplated by the Ancillary Agreements or the Commercial Agreements (an "Exodus Acquisition ------------------ Offer") and such document would include any misstatement Exodus Acquisition Offer is not withdrawn, (ii) Exodus shall ----- have provided written notice to the Company advising the Company that Exodus has received an Exodus Acquisition Offer, specifying all of the material terms and conditions of such an Exodus Acquisition Offer and identifying the person or entity making such Exodus Acquisition Offer, (iii) the Board of Directors of Exodus concludes in good faith, after consultation with its outside legal counsel and a material fact or omit to state any material fact necessary to make the statements thereinfinancial advisor of national standing, that, in light of the circumstances under which they were made, not misleadingsuch Exodus Acquisition Offer, the party withholding, withdrawal, amendment or modification of the Recommendation is required in order for the Board of Directors of Exodus to comply with its fiduciary obligations to Exodus' stockholders under applicable law. Except as provided in the immediately preceding sentence the Board of Directors of Exodus will not withhold, withdraw, amend or modify the Recommendation (a "Withdrawal of Recommendation"). Anything to the ---------------------------- contrary contained herein notwithstanding, Exodus shall not include in the Exodus Proxy Statement any information with respect to the Company or its affiliates or associates, the form and content of which discovers such information shall promptly notify not have been approved by the other parties and an appropriate amendment Company prior to such inclusion (such approval not to be unreasonably withheld or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirordelayed).
Appears in 2 contracts
Sources: Merger Agreement (Global Crossing LTD), Merger Agreement (Exodus Communications Inc)
Proxy Statement. (i) As The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the execution date of this Agreement, (x) Acquiror and the . The Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement will provide to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given Parent a reasonable opportunity to review and comment on upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement and any Other Document each time before any such document is filed will comply in all material respects with the SEC, applicable provisions of the Exchange Act and Acquiror shall give reasonable the rules and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications regulations thereunder and (iib) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by it or on any of its behalf Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, . The Company shall as soon as reasonably practicable notify Parent of the party which discovers such information shall promptly notify receipt of all comments of the other parties SEC with respect to the Proxy Statement and an appropriate of any request by the SEC for any amendment or supplement describing thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such information shall other matters as may be promptly filed reasonably necessary or advisable in connection with the SEC andProxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the extent required Merger and the transactions contemplated by Law, disseminated to the stockholders of Acquirorthis Agreement.
Appears in 2 contracts
Sources: Merger Agreement (ReAble Therapeutics Finance LLC), Merger Agreement (Djo Inc)
Proxy Statement. (ia) As promptly as practicable practical after the execution of this Agreement, (x) Acquiror Buyer and the Company Seller shall jointly prepare and Acquiror Seller shall file with the SEC, SEC a proxy statement (the “Proxy Statement”) to be filed with the SEC and sent to the stockholders of Acquiror relating Seller in connection with the meeting of Seller’s stockholders to consider this Agreement and the Special Meeting transactions contemplated thereby (such proxy statement, together with any amendments or supplements thereto, the “Proxy StatementSeller Meeting”). Each Seller will promptly respond to any comments of Acquiror the SEC and the Company shall will use its respective commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror practicable after such filing 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror Seller will cause the Proxy Statement to be mailed to its stockholders at the stockholders of Acquiror in each case promptly earliest practicable time after it both the Proxy Statement is cleared by the SEC.
(ii) To . Each of Buyer and Seller will notify the extent not prohibited by Law, Acquiror will advise other promptly upon the Company, reasonably promptly after Acquiror receives notice thereof, receipt of any comments from the time when the Proxy Statement has been cleared SEC or its staff or any supplement or amendment has been filed, or other government officials and of any request by the SEC or its staff or any other government officials for the amendment or supplement of supplements to the Proxy Statement or any filing pursuant to Section 5.2(d) or for additional information. To information and will supply the extent not prohibited by Lawother with copies of all correspondence between such party or any of its representatives, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement one hand, and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement Statement, or Other Documents promptly after receipt any filing pursuant to Section 5.2(d). Each of those comments Buyer and Seller will cause all documents that it is responsible for filing with the SEC or other communications and (ii) a reasonable opportunity regulatory authorities under this Section 5.2 to participate comply in the response all material respects with all applicable requirements of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror law and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror rules and at the time of the Special Meeting, contain regulations promulgated thereunder. Whenever 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.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event occurs which is required to be set forth in an amendment or a supplement to the Proxy Statement, so or any filing pursuant to Section 5.2(d), Buyer or Seller, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Seller, such supplement.
(b) Seller hereby covenants and agrees that (i) the information to be supplied by Seller for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders of Seller, at the time of the Seller Meeting and at the Closing, contain any statement which, at such document would include time and in light of the circumstances under which it shall be made, is false or misleading with respect to any misstatement of a material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading, or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements thereinsolicitation of proxies for the Seller Meeting which has become false or misleading; and (ii) if at any time prior to the Closing any event relating to Seller or any of its affiliates, officers or directors should be discovered by Seller which should be set forth in a supplement to the Proxy Statement, Seller shall promptly inform Buyer.
(c) Buyer hereby covenants and agrees that (i) the information (except for information to be supplied by Seller for inclusion in the Proxy Statement, as to which Buyer makes no representation) in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders of Seller, at the time of the Seller Meeting and at the Closing, contain any statement which, at such time and in light of the circumstances under which they were it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the party solicitation of proxies for the Seller Meeting which discovers such information has become false or misleading, and (ii) if at any time prior to the Closing any event relating to Buyer or any of its affiliates, officers or directors should be discovered by Buyer which should be set forth in a supplement to the Proxy Statement, Buyer shall promptly notify the other parties inform Seller.
(d) Buyer and an appropriate amendment or supplement describing such information Seller shall be promptly filed make all necessary filings with the SEC and, respect to the extent required by Lawtransaction under the Securities Act, disseminated to the stockholders of AcquirorExchange Act, applicable state blue sky laws and the rules and regulations thereunder.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Fischer Imaging Corp), Asset Purchase Agreement (Hologic Inc)
Proxy Statement. (ia) As promptly as reasonably practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly Purchaser will prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed containing the information specified in Schedule 14A of the Exchange Act with the SEC and sent respect to the stockholders of Acquiror relating to the Special Meeting Transactions (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)) in preliminary form. Each Purchaser shall as promptly as reasonably practicable notify the Seller Representative of Acquiror and the Company shall use its reasonable best efforts receipt of any oral or written comments from the SEC relating to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To Purchaser shall use commercially reasonable efforts to cooperate and provide the extent not prohibited by Law, the Company and their counsel shall be given Seller Representative with a reasonable opportunity to promptly review and comment on the Proxy Statement (including each amendment or supplement thereto) and any Other Document each time before any all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably and promptly proposed by the Seller Representative in respect of such document is filed documents and responses prior to filing such with or sending such to the SEC, and Acquiror the Parties will provide each other with copies of all such filings made and correspondence with the SEC. The Seller Representative acknowledges that time is of the essence for all communications with the SEC and that it will respond to any comments within ten (10) Business Days after receipt of such comments. Except in the case of a Change in Recommendation pursuant to Section 6.07(d), the Purchaser Board Recommendation shall give be included in the Proxy Statement. Purchaser will use its commercially reasonable and good faith consideration efforts to respond promptly to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement. Purchaser will cause the Proxy Statement to be transmitted to the Purchaser Shareholders as promptly as reasonably practicable.
(b) The Sellers acknowledge that a substantial portion of the Proxy Statement shall include disclosure regarding the Company Entities. Accordingly, the Sellers will, as promptly as reasonably practicable after the date of this Agreement, use its commercially reasonable efforts to provide Purchaser with all information concerning the operations and business of the Company Entities and their respective management and operations and financial condition, in each case, required, or Other Documents reasonably requested by Purchaser, to be included in the Proxy Statement, including (i) the required financial statements of the Company Entities prepared in accordance with SEC Guidance, including the requirements of Regulation S-X and a related consent from the Company’s independent public accountants, (ii) required selected financial data of the Company Entities required by Item 301 of Regulation S-K, and (iii) required management’s discussion and analysis for the periods required under applicable SEC Guidance. Without limiting the generality of the foregoing, the Sellers shall use its commercially reasonable efforts to cooperate with Purchaser in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with SEC Guidance, including the requirements of Regulation S-X. The Sellers shall use commercially reasonable efforts to make the managers, directors, officers and employees of the Company Entities available to Purchaser and its counsel (and other Representatives engaged in connection with the preparation of the Proxy Statement) in connection with the drafting of the Proxy Statement, as reasonably requested by P▇▇▇▇▇▇▇▇, and responding promptly to comments on the Proxy Statement and such other filings from the SEC, but not later than five (5) Business Days after receipt of those comments such comments.
(c) Purchaser will take, in accordance with applicable Law, NASDAQ rules and the Organizational Documents of Purchaser, all action necessary to call, hold and convene a meeting of the holders of Purchaser Common Stock (including any permitted adjournment) (the “Purchaser Special Meeting”) to consider and vote upon the Purchaser Shareholder Proposals as promptly as practicable after the filing of the Proxy Statement in definitive form with the SEC. Once the Purchaser Special Meeting to consider and vote upon the Purchaser Shareholder Proposals has been called and noticed, except as required by Law, Purchaser will not postpone or adjourn the Purchaser Special Meeting without the consent of the Seller Representative (which consent will not be unreasonably withheld, conditioned or delayed) other communications than (i) for the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Purchaser has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated to and reviewed by the Purchaser Shareholders prior to the Purchaser Special Meeting, or (iii) an adjournment or postponement to solicit additional proxies from the Purchaser Shareholders to the extent Purchaser has determined in good faith that such adjournment or postponement is reasonably necessary to obtain the approval of the Purchaser Shareholder Proposals, provided that, in the case of an postponement or adjournment in accordance with clause (i), (ii) or (iii), above, such postponement or adjournment may be no more than the earlier of (i) fifteen (15) Business Days from the original date of the Purchaser Special Meeting and (ii) a reasonable opportunity four (4) Business Days prior to participate in the response of Acquiror Termination Date. Subject to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be givenSection 6.07(d), including following delivery of the Proxy Statement to the Purchaser Shareholders, Purchaser will use commercially reasonable efforts to solicit approval of the Purchaser Shareholders Proposals by participating with the Company or its counsel in any discussions or meetings with the SECPurchaser Shareholders.
(iiid) Each of Acquiror and Subject to this Section 6.07(d), the Company shall ensure Purchaser Board will recommend that none of the information supplied by or on its behalf for inclusion or incorporation by reference in Purchaser Shareholders approve the Proxy Statement willPurchaser Shareholder Proposals (the “Purchaser Board Recommendation”). Notwithstanding the foregoing, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to obtaining approval of the Closing any information relating to AcquirorPurchaser Shareholder Proposals, the CompanyPurchaser Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Purchaser Board Recommendation (any such action a “Change in Recommendation”) in response to an Intervening Event if the Purchaser Board shall have concluded in good faith, after consultation with its outside legal advisors and financial advisors, that a failure to make a Change in Recommendation would be a breach of the CompanyPurchaser Board’s Subsidiariesfiduciary obligations to the Purchaser Shareholders under applicable Law, or their respective Affiliatesprovided, directors or officers is discovered that: (A) the Seller Representative shall have received written notice from Purchaser of Purchaser’s intention to make a Change in Recommendation at least five (5) Business Days prior to the taking of such action by P▇▇▇▇▇▇▇▇ (the “Intervening Event Notice Period”), which notice shall specify the applicable Intervening Event in reasonable detail, (B) during such period and prior to making a Change in Recommendation, if requested by the Company Seller Representative, Purchaser and its representatives shall have negotiated in good faith with the Seller Representative regarding any revisions or Acquiror, which is required to be set forth in an amendment or supplement adjustments proposed by the Seller Representative to the Proxy Statementterms and conditions of this Agreement as would enable Purchaser to proceed with its Purchaser Board Recommendation and not make such Change in Recommendation and (C) Purchaser may make a Change in Recommendation only if the Board of Directors of Purchaser, so after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that such document would include any misstatement the Seller Representative shall have, prior to the expiration of a material fact or omit the 5-Business Day period, proposed, continues to state any material fact necessary determine in good faith that failure to make a Change in Recommendation would be a breach of its fiduciary duties to the statements thereinPurchaser Shareholders under applicable Law. An “Intervening Event” shall mean any fact, in light circumstance, occurrence, event, development, change or condition or combination thereof that (i) was not known or reasonably foreseeable to Purchaser or the Purchaser Board as of the circumstances under which they were madedate of this Agreement and (ii) does not relate to any alternative transaction; provided, however, that (1) any change in the price or trading volume of shares of Purchaser Common Stock shall not misleadingbe taken into account for purposes of determining whether an Intervening Event has occurred (provided that the underlying factors may be taken into account); (2) in no event shall any fact, circumstance, occurrence, event, development, change or condition or combination thereof that has had or would reasonably be expected to have an adverse effect on the party which discovers business or financial condition of the Company Entities constitute an Intervening Event unless such information event, fact, circumstance or development constitutes a Company Material Adverse Effect; and (3) the Company Entities meeting, failing to meet or exceeding projections shall promptly notify not be taken into account for purposes of determining whether an Intervening Event has occurred (provided that the other parties underlying factors may be taken into account). Purchaser agrees that, unless the Agreement is terminated in accordance with its terms, its obligation to establish a record date for, duly call, give notice of, convene and an appropriate amendment hold the Purchaser Special Meeting for the purpose of voting on the Purchaser Shareholder Proposals in accordance with the terms of this Agreement shall not be affected by any Change in Recommendation, and Purchaser agrees to establish a record date for, duly call, give notice of, convene and hold the Purchaser Special Meeting and submit for the approval of the Purchaser Shareholders the matters contemplated by the Proxy Statement in accordance with the terms of this Agreement, regardless of whether or supplement describing such information not there shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorany Change in Recommendation.
Appears in 2 contracts
Sources: Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.)
Proxy Statement. (ia) As promptly as reasonably practicable after following the execution and delivery of this AgreementAgreement by all parties hereto, (x) Acquiror and the Company Citadel shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) to be sent to Citadel’s stockholders soliciting their adoption and approval of (i) this Agreement and the transactions contemplated hereby, (ii) the Name Changes (as defined in Section 4.14), and (iii) the liquidation, dissolution and winding-down of Citadel’s business after the Closing in a manner providing for full payment to or adequate provision for all creditors of any Citadel Party and otherwise in accordance with all applicable terms of this Agreement and applicable Laws (the “Wind-Down,” and with the matters identified in Section 4.11(a)(i)-(iii), the “Stockholder Approval Matters”). Each The Proxy Statement shall describe Citadel’s intention to distribute the net proceeds of Acquiror the transactions contemplated herein to its stockholders within the time period specified therein and shall specify a range of the Company expected cash amount per share that each stockholder of Citadel is expected to receive upon such distribution based upon Citadel’s good faith estimation of the Remaining Proceeds (as defined in Section 4.13(b)) as set forth in Schedule 4.13(b). Citadel shall provide draft Proxy Statements to Parent and use commercially reasonable efforts to accept Parent’s comments related thereto.
(b) Citadel shall use its commercially reasonable best efforts to cause the Proxy Statement respond to comply with the rules and regulations promulgated by any comments of the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Citadel’s stockholders at the stockholders of Acquiror in each case earliest practicable time. Citadel will notify the Buyer promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when receipt of any comments from the Proxy Statement has been cleared SEC or any supplement or amendment has been filed, or its staff and of any request by the SEC or its staff for the amendment amendments or supplement of supplements to the Proxy Statement Statement, or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable will supply Buyer with copies of all correspondence between Citadel and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECStatement.
(iiic) Each Citadel shall use its best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 4.11 to comply in all material respects with all applicable requirements of Acquiror law and the Company shall ensure that none of the rules and regulations promulgated thereunder. The information supplied by or on its behalf for inclusion or incorporation by reference included in the Proxy Statement willStatement, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingmailing, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 2 contracts
Sources: Asset Purchase Agreement (McAfee, Inc.), Asset Purchase Agreement (Citadel Security Software Inc)
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreementdate hereof, (x) Acquiror and the Company Investor shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement (as amended or supplemented from time to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretotime, the “Proxy Statement”)) for the purpose of soliciting proxies from Investor’s stockholders to obtain the Investor Stockholder Approval at the Investor Stockholder Meeting and providing holders of Class A Common Stock the opportunity to have their shares of Class A Common Stock redeemed in connection with the stockholder vote on the Required Approval Matters in accordance with Investor Charter, Applicable Law, and any applicable rules and regulations of the SEC and Nasdaq. Each In the Proxy Statement, Investor shall seek approval of Acquiror the following matters (the “Required Approval Matters”): (1) approval of this Agreement and the Transactions, (2) approval of the Amended and Restated Certificate of Incorporation, (3) such other matters as the Company and Investor mutually determine to be necessary or appropriate to effect the Transactions and (4) the adjournment of the Investor Stockholder Meeting, if necessary or desirable in the reasonable determination of Investor. As promptly as practicable after approval of the Proxy Statement by the SEC (but in any event, within three (3) Business Days), Investor shall use its reasonable best efforts to cause commence mailing the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act stockholders and, as promptly as practicable. Each practicable thereafter, Investor shall use commercially reasonable efforts to hold the Investor Stockholder Meeting and to solicit from each of Acquiror Investor’s stockholders a proxy or vote in favor of proposals to approve the Required Approval Matters.
(b) The Company and the Company agrees Founder Members shall promptly provide to furnish to the other party Investor all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, the Company Entities and other equityholders and information regarding such other matters as the Founder Members that may be reasonably necessary required by Applicable Law or advisable Nasdaq or as may be reasonably requested by Investor for inclusion 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration in response to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt any other supplements, amendments or proxy soliciting materials (collectively, the “Proxy Documents”). Investor shall provide drafts of those comments or other communications and (ii) the Proxy Statement to the Company within a reasonable opportunity time prior to participate filing for review and comment by the Company, and Investor shall consider in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none comments of the Company. All information supplied provided by the Company, the Founder Members or on its behalf Investor for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, Proxy Documents shall not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Closing, a party which hereto discovers that any such information contains a misstatement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such party shall promptly notify the other parties and hereto and, to the extent required by Applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, Investor and disseminated to the stockholders of AcquirorInvestor; provided, however, that no information received by any party hereto pursuant to this Section 6.05(b) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Disclosure Schedule or Investor Disclosure Schedule.
(c) No amendment or supplement to the Proxy Statement will be made by Investor without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (provided that such approval shall not be required for any amendment or supplement that is required by the SEC or Applicable Law), and Investor shall promptly transmit any such amendment or supplement to its stockholders, if at any time prior to the Investor Stockholder Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement. Investor will advise the Company promptly after the Proxy Statement has been approved by the SEC or any supplement or amendment has been filed, or the issuance of any stop order, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.
(d) When filed, the Proxy Statement and Proxy Documents shall comply in all material respects with the requirements of the Exchange Act and Nasdaq.
Appears in 1 contract
Sources: Investment Agreement (Hf2 Financial Management Inc.)
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the The Company shall jointly prepare and Acquiror shall file with the SEC, use reasonable best efforts to deliver to Parent a reasonably complete initial draft of a proxy statement (as amended or supplemented from time to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretotime, the “Proxy Statement”). Each of Acquiror ) within fifteen (15) Business Days after the Agreement Date, and as soon as reasonably practicable following the Agreement Date, and in any event within five (5) Business Days following the No-Shop Period Start Date, the Company shall use its reasonable best efforts prepare and file with the SEC the preliminary Proxy Statement to cause 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 affect the Transactions as determined by the Parties. Parent shall reasonably cooperate with the Company in connection with the preparation of the Proxy Statement to comply and shall furnish all information concerning Parent, Merger Sub and their Affiliates as the Company may reasonably request in connection with the rules preparation of the Proxy Statement, and regulations promulgated Parent shall provide such other assistance, as may be reasonably requested by the Company and shall otherwise reasonably assist 42 and cooperate with the Company in the preparation, filing and distribution of the Proxy Statement, and the resolution of any comments received from the SEC. Acquiror The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablereasonably practicable after such filing. Each of Acquiror and the The Company agrees will use reasonable best efforts 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case the Company as promptly as reasonably practicable after it the later of the No-Shop Period Start Date and the date on which the Proxy Statement is cleared by the SEC provided that the Company shall not be required to mail the definitive Proxy Statement until the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement or that it does not intend to review the Proxy Statement for the purpose of voting on the approval and adoption of this Agreement in accordance with the DGCL (the "Definitive Proxy Date").
(iib) To The Company shall promptly notify Parent of (i) the extent not prohibited by Law, Acquiror will advise receipt of any comments from the Company, reasonably promptly after Acquiror receives notice thereof, of SEC and all other written correspondence and oral communications with the time when SEC relating to the Proxy Statement has been cleared or any supplement or amendment has been filed, or of and (ii) any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Lawinformation with respect thereto and, in each case of clauses (i) and (ii), the Company shall promptly provide Parent with copies of all correspondence between it and their counsel its Representatives, on the one hand, and the SEC, on the other hand. The Company shall be given a use its reasonable opportunity best efforts to review and comment on respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. All filings by the Company with the SEC in connection with the Transactions, including the Proxy Statement and any Other Document each time before amendment or supplement thereto and any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration response to any comments of the SEC with respect thereto, shall be subject to the reasonable prior review and comment of Parent, and all mailings to the stockholders of the Company in connection with the Transactions shall be subject to the reasonable prior review and comment of Parent and, in each case, the Company shall consider in good faith all comments reasonably proposed by Parent. The Company shall not file or mail any document relating to the Company Stockholders’ Meeting or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that the Company, in connection with a Change in Company Board Recommendation made in compliance with the terms hereof may (and Parent shall comply with any request by the Company and its counsel. To to) amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with it contains (i) any comments or other communicationsa Change in Company Board Recommendation, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in statement of the response reason of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel Board for making such Change in any discussions or meetings with Company Board Recommendation, and (iii) additional information reasonably related to the SECforegoing.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(ivc) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, Parent or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, Parent or AcquirorMerger Sub, which is required to should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of Acquirorthe Company.
Appears in 1 contract
Proxy Statement. (ia) As promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement cause to be filed with the SEC and sent to the stockholders of Acquiror in preliminary form a proxy statement relating to the Special Company Stockholder Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Except as contemplated by Section 6.02, the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. Each of Acquiror and the parties hereto shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. The Company shall use its reasonable best efforts to cause so that the Proxy Statement will comply as to comply form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SECthereunder. Acquiror shall use its reasonable best efforts Prior to have filing or mailing the Proxy Statement cleared by (or any amendment or supplement thereto) or responding to any comments of the SEC under (or the Exchange Act as promptly as practicable. Each staff of Acquiror and the SEC) with respect thereto, the Company agrees shall provide Parent a reasonable opportunity to review and to propose comments on such document or response (which comments shall be provided promptly and be considered in good faith).
(b) Parent shall furnish to the other party Company all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, Parent and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to including such information that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in connection the Proxy Statement, and shall otherwise assist and cooperate with the Transactions, or any other statement, filing, notice or application made by or on behalf Company in the preparation of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to and the stockholders resolution of Acquiror in each case promptly after it is cleared by comments from the SEC (or the staff of the SEC.
(ii) To the extent not prohibited by Law). Parent will, Acquiror will advise upon request of the Company, reasonably promptly after Acquiror receives notice thereofconfirm and/or supplement the information relating to Parent or Merger Sub supplied by it for inclusion in the Proxy Statement, such that at the time of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement mailing of the Proxy Statement or for additional information. To the extent not prohibited by Lawany amendments or supplements thereto, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Company Stockholders Meeting, such information 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 were made, not misleading.
(ivc) Unless this Agreement is validly terminated pursuant to Article 9, the Company shall, as promptly as reasonably practicable, (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date established for the Company Stockholders Meeting a Proxy Statement (such date, the “Proxy Date”). The Company shall duly call, convene and hold the Company Stockholders Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that the Company may postpone, recess or adjourn the Company Stockholders Meeting with the consent of Parent, such consent not to be unreasonably withheld or delayed: (i) for the absence of a quorum, (ii) to solicit additional proxies for the purpose of obtaining the Required Company Stockholder Approval, or (iii) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s stockholders prior to the Company Stockholders Meeting; provided, further, that such postponement, recess or adjournment shall not exceed thirty days in the aggregate. Unless the Company Board shall have effected an Adverse Recommendation Change, the Company shall use its reasonable best efforts to solicit proxies in favor of the adoption of this Agreement.
(d) If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective Affiliatesofficers or directors, directors or officers is discovered by the Company or AcquirorParent, which is required respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify inform the other parties others. Each of Parent, Merger Sub and an appropriate amendment the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirormisleading.
Appears in 1 contract
Sources: Merger Agreement (Cbeyond, Inc.)
Proxy Statement. (i) As promptly as practicable after the execution of this AgreementAgreement the Company, in cooperation with the Buyer, shall prepare and file with the SEC the Proxy Statement and any Schedule 13E-3. The Company shall respond to any comments of the SEC or its staff concerning the Proxy Statement or any Schedule 13E-3 and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall notify the Buyer promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Schedule 13E-3 and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Schedule 13E-3. The Company (x) Acquiror shall provide the Buyer with a reasonable opportunity to review and comment on any responses to comments or inquiries by the Company SEC with respect to any filings of the Proxy Statement or any Schedule 13E-3, (y) shall jointly prepare consider in good faith including in such responses all comments reasonably proposed by the Buyer in respect of the filings and Acquiror (z) shall file with provide the SEC, Buyer and its counsel a proxy statement reasonable opportunity to be filed participate in any material discussions or meetings with the SEC and sent or its staff with respect to such filings to the stockholders of Acquiror relating to extent permitted by the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)SEC. Each of Acquiror and the The Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the Proxy Statement SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated by the SECthereunder. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 Whenever 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include Statement or any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingSchedule 13E-3, the party which discovers such information Buyer or the Company, as the case may be, shall promptly notify inform the other parties of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in filing with the SEC andor its staff or any other government officials, and/or mailing to the extent required by Law, disseminated to the stockholders of Acquirorthe Company, such amendment or supplement.
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company and Centex shall jointly cooperate (with the cooperation of the Acquirer as needed) and promptly prepare and Acquiror shall file with the Securities and Exchange Commission ("SEC, ") a joint proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting meetings of the Company's and Centex's stockholders to be jointly held where (such proxy statementa) the Centex Stockholders will be asked to (1) approve an amendment to the Restated Articles of Incorporation of Centex to increase the authorized shares of Centex Common Stock, and (2) approve the termination of the Nominee Agreement in order to facilitate the Transaction, and (b) the Company Stockholders will be asked to approve the Transaction, including the Merger and this Agreement (collectively, together with any amendments thereof or supplements thereto, the “Proxy Statement”"PROXY STATEMENT"). Each of Acquiror , with respect to the Merger and any other filings made by or required to be made by the Company or Centex with the SEC other than the Proxy Statement (the "OTHER FILINGS"), if any. The respective parties shall use its reasonable best efforts to cause the Proxy Statement and any Other Filings to comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT"), including Regulation 14A, and any other applicable laws. The respective parties, after consultation with the other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement and any Other Filings. Each of Centex, Acquirer and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement and any Other Filings. As promptly as practicable after the clearance of the Proxy Statement by the SEC. Acquiror , the Company and Centex shall use its reasonable best efforts to have mail the Proxy Statement cleared by to their stockholders (or, if the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company agrees chooses not 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 review the Proxy Statement, a Current Report on Form 8-K pursuant within 20 days after the date that the SEC notifies the Company and Centex that it will not review the Proxy Statement, unless otherwise agreed by the Company and Centex). The Proxy Statement shall include the recommendation of the Company Board that adoption of the Merger Agreement by the Company's stockholders is advisable and that the Company Board has determined that the Merger is fair to, and in the best interests of, the Company's stockholders, subject to the Exchange Act in connection with the TransactionsCompany Board's right to withdraw, modify or any other statement, filing, notice or application made by or on behalf of Acquiror, amend such recommendation if the Company Board or Special Committee determines in good faith, after receipt of the Company’s Subsidiaries advice of its outside counsel and the Company Financial Advisor, that such action is necessary for the Company Board to any regulatory authority (including Nasdaq) in connection comply with the Transactions (the “Other Documents”)its fiduciary duties under applicable law. Acquiror will cause No amendment or supplement to the Proxy Statement to or any Other Filings will be mailed to made by the stockholders Company without the prior approval of Acquiror in each case Centex, which approval shall not be unreasonably withheld, delayed or conditioned. The Company will advise Centex or Acquirer, promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. To .
(b) Each of the extent not prohibited by Law, parties agrees to use its reasonable best efforts to cooperate and to provide each other with such information as any of such parties may reasonably request in connection with the Company and their counsel shall be given a reasonable opportunity to review and comment on preparation of the Proxy Statement and the Other Filings. Each party agrees promptly to supplement, update and correct any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made information provided by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf it for inclusion or incorporation by reference use in the Proxy Statement will, at and the date Other Filings to the extent that it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingor shall have become incomplete, contain any untrue statement of a material fact false 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.
(iv) . If at any time prior to the Closing Effective Time, any information event or circumstance relating to AcquirorCentex or Acquirer or their respective officers and directors, should be discovered by Centex which should be set forth in an amendment to the Proxy Statement or Other Filings, Centex shall promptly inform the Company. If at any time prior to the Effective Time, any event or circumstance relating to the Company, any of the Company’s Subsidiariesor its officers or directors, or their respective Affiliates, directors or officers is should be discovered by the Company or Acquiror, which is required to should be set forth in an amendment or a supplement to the Proxy Statement, so that such document would include Statement or any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingOther Filing, the party which discovers such information Company shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorinform Centex.
Appears in 1 contract
Proxy Statement. (ia) As Subject to Purchaser’s timely performance of its obligations under Section 7.02(b), as promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company shall jointly use reasonable best efforts to prepare and Acquiror shall file with the SEC, a proxy statement cause to be filed furnished with the SEC and sent to any proxy or other information statement required under the stockholders Laws of Acquiror the Cayman Islands, relating to the Special Company Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each Any proxy statement shall include clause (1) of Acquiror and the Company Board Recommendation. The Company shall use its reasonable best efforts to cause the Proxy Statement to comply with be mailed to the rules and regulations promulgated by Company’s shareholders as of the SECrecord date established for the Company Shareholders’ Meeting as promptly as reasonably practicable after the date of this Agreement. Acquiror shall use its reasonable best efforts Prior to have filing or mailing the Proxy Statement cleared (or any amendment or supplement thereto), the Company shall provide Purchaser a reasonable opportunity to review and to propose comments on such document or response to the extent permitted by the SEC under the Exchange Act Applicable Law.
(b) Purchaser shall, as promptly as practicable. Each of Acquiror and the Company agrees to possible, furnish to the other party Company all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters Purchaser as may be reasonably necessary or advisable or as may be reasonably requested by the Company in connection with the Proxy Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection and shall otherwise assist and cooperate with the Transactions, or any other statement, filing, notice or application made by or on behalf Company in the preparation of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders Statement. Purchaser will, upon request of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereofconfirm and/or supplement the information relating to Purchaser supplied by it for inclusion in the Proxy Statement, such that at the time of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement mailing of the Proxy Statement or for additional information. To the extent not prohibited by Lawany amendments or supplements thereto, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Company Shareholders’ Meeting, such information 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.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) In accordance with the Company’s Organizational Documents, the Company shall use reasonable best efforts to, as promptly as reasonably practicable (but subject to the timing contemplated in Section 7.02(a)), (x) establish a record date for and give notice of a meeting of its shareholders, for the purpose of obtaining the Required Company Shareholder Approval (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) and (y) mail to the holders of Company Ordinary Shares as of the record date established for the Company Shareholders’ Meeting any required Proxy Statement (such date, the “Proxy Date”). The Company shall use reasonable best efforts to duly call, convene and hold the Company Shareholders’ Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that the Company may postpone, recess or adjourn the Company Shareholders’ Meeting: (i) with the consent of Purchaser, (ii) for the absence of a quorum, (iii) to solicit additional proxies for the purpose of obtaining the Required Company Shareholder Approval, or (iv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting. The Company shall use its reasonable best efforts to solicit proxies in favor of the adoption of the Amendment Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Shareholders’ Meeting if this Agreement is terminated.
(d) If at any time prior to the Effective Time any event or circumstance relating to the Company or Purchaser or any of the Company’s or Purchaser’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Purchaser, respectively, which would be required to be included in the Proxy Statement to cause the Proxy Statement not to contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, the Proxy Statement, such party which discovers such information shall promptly notify inform the other parties others and an appropriate amendment each of Purchaser, Purchaser and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or supplement describing such information misleading.
(e) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Section 9.01, no Seller or the Company shall be promptly filed with amend, modify or waive any provision of the SEC and, to Voting Agreement without the extent required by Law, disseminated to the stockholders prior written consent of AcquirorPurchaser.
Appears in 1 contract
Proxy Statement. (i) As promptly as practicable after If the execution of this AgreementClosing occurs, (x) Acquiror and the Company shall jointly 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 prepare (and Acquiror shall the Purchasers will reasonably cooperate with the Company to prepare) and file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such preliminary proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules solicit proxies for such stockholder approval and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by respond to any comments of the SEC under the Exchange Act as promptly as practicable. Each of Acquiror or its staff and the Company agrees to furnish cause a definitive proxy statement related to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, such 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement ’ meeting to be mailed to the Company’s stockholders of Acquiror in each case as promptly as practicable after it is cleared clearance by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing such stockholders’ meeting there shall occur any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which event that is required to be set forth in an amendment or supplement to the Proxy Statementproxy statement, so the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company agrees that such document would include any misstatement of a each proxy statement referred to in this Section 4.05 shall comply as to form in all material fact or omit to state any material fact necessary to make respects with the statements therein, in light requirements of the circumstances under which they were madeExchange Act and the rules and regulations promulgated thereunder and that none of the information included or incorporated by reference in any such proxy statement will, not misleading, at the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly date it is filed with the SEC and, to the extent required by Law, disseminated or mailed to the stockholders of Acquiror.the Company or at the time of the
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, Adara (x) Acquiror with the assistance and cooperation of the Company as reasonably requested by Adara) shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments as amended or supplements 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”). Each 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 Acquiror 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 furnish all information concerning the Company as Adara may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Adara and the Company each shall use its their reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (iii) 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 Registration Statement, Adara 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, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Adara shall mail the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts stockholders.
(b) No filing of, or amendment or supplement to have the Proxy Statement cleared or the Registration Statement will be made by Adara or the SEC under Company without the Exchange Act as promptly as practicableapproval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Each of Acquiror Adara 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Companyother, reasonably promptly after Acquiror receives they receive notice thereof, of the time when the Proxy Registration Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Adara Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for the amendment or supplement of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, Each of Adara and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity unreasonably withheld or delayed), any response to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Registration Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Registration Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto.
(iiic) Each of Acquiror and the Company shall ensure Adara represents that none of the information supplied by or on its behalf Adara for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement willshall not, at (i) the date it time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquiror and at Adara, (iii) the time of the Special Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.
(iv) If . If, at any time prior to the Closing Effective Time, any information event or circumstance relating to Acquiror, the Company, any of the Company’s SubsidiariesAdara or Merger Sub, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, Adara which is required to should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, so Adara shall promptly inform the Company. All documents that such document would include Adara is responsible for filing with the SEC in connection with the Merger and the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(d) The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any misstatement amendment thereof or supplement thereto) is first mailed to the stockholders of Adara, (iii) the time of Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the party which discovers such information Company shall promptly notify inform Adara. All documents that the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Company is responsible for filing with the SEC and, in connection with the Merger and the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the extent required by Law, disseminated to applicable requirements of the stockholders of AcquirorSecurities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Business Combination Agreement (Adara Acquisition Corp.)
Proxy Statement. (ia) As promptly as reasonably practicable after the execution of this Agreementdate hereof, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SECSEC the Proxy Statement; provided that the Company shall consult with the Purchaser Majority and provide the Purchaser Majority and its counsel, which, at Closing, shall be engaged by the Company as the Company’s co-counsel, a proxy statement reasonable opportunity to be filed with the SEC review and sent to the stockholders of Acquiror relating to the Special Meeting comment on such Proxy Statement (such proxy statement, together with and any amendments or supplements thereto), and shall reasonably consider such comments of the “Purchaser Majority, prior to filing. The parties shall reasonably cooperate with each other in the preparation of the Proxy Statement and to have such document cleared by the SEC as promptly as reasonably practicable after such filing. Each Purchaser shall furnish to the Company the information relating to it that is required by the rules and regulations promulgated by the SEC under the Exchange Act for inclusion in the Proxy Statement”). Each of Acquiror and the The Company shall use its apply reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Securities as promptly as practicable upon the earlier of (x) receiving notification that the SEC is not reviewing the Proxy Statement and (y) the conclusion of any SEC review of the Proxy Statement. The Company shall promptly provide copies, consult with the Purchaser Majority and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and advise the Purchaser Majority of any oral comments received from the SEC. The Company shall cause the Proxy Statement to comply as to form with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Act.
(b) The Company agrees to furnish shall make all necessary filings with respect 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 transactions contemplated thereby under the Exchange Act in connection with and the Transactionsrules and regulations thereunder. The Company will advise the Purchaser Majority, 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment of or supplement of to the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To The Company shall provide the extent not prohibited by Law, the Company Purchaser Majority and their its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement any such comments and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments amendment or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect supplement to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate made in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror thereto and the Company shall ensure that none of reasonably consider the information supplied by or on Purchaser Majority’s and its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed counsel’s comments prior to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) filing. If at any time prior to the Closing Effective Time, any information relating to Acquiror, the Purchasers or the Company, or any of the Company’s Subsidiaries, or their respective Affiliates, directors officers or officers is directors, should be discovered by the Purchasers or the Company or Acquiror, which is required to that should be set forth in an amendment or supplement to the Proxy Statement, so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the holders of the Securities.
(c) The Company shall, acting through the Board of Directors, cause the Company Stockholders Meeting to be duly called and held as soon as reasonably practicable following the commencement of the mailing of the Proxy Statement to the stockholders of Acquirorthe Company for the purpose of obtaining the Company Stockholder Approval.
(d) Each Purchaser and any of its Affiliates shall vote all shares of Common Stock or Series A Preferred Stock owned or beneficially owned by it in favor of all the matters set forth in the Proxy Statement.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Castle Brands Inc)
Proxy Statement. (i) As promptly soon as practicable after the execution of this AgreementClosing, (x) Acquiror and the Company Intek shall jointly prepare and Acquiror shall file with the SEC, Securities and Exchange Commission a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror related solicitation materials relating to a special meeting of the Special 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, together with any amendments as amended or supplements theretosupplemented from time to time, being herein referred to as the “"Proxy Statement”"). Each of Acquiror , and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with be mailed to its stockholders at such time and in such manner as permits the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts Intek Stockholders' Meeting to have the Proxy Statement cleared by the SEC under the Exchange Act be held as promptly as practicable. Each of Acquiror MIC and the Company agrees ▇▇▇▇▇▇▇▇ shall each use its best efforts 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 by Intek and, in connection any case, as required with respect to Intek by Regulation 14A under the Exchange Act for inclusion in the Proxy Statement. The information provided by Intek and MIC, a Current Report on Form 8-K pursuant to the Exchange Act respectively, for use 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to shall, on the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time date when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to Intek's stockholders, and on the stockholders of Acquiror and at the time date of the Special Intek Stockholders' Meeting, contain any untrue statement of a be true and correct in all material fact or respects and shall not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, contained therein not misleading, and Intek, MIC and ▇▇▇▇▇▇▇▇ each agree promptly to correct any information provided by it for use in the party Proxy Statement which discovers such information shall promptly notify have become false or misleading. Intek shall duly call, give notice of, convene and hold the Intek Stockholders' Meeting, for the purpose of approving, among other parties and an appropriate amendment or supplement describing such information matters, the transactions contemplated under the Securicor Agreement. Intek, through its Board of Directors, shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.recommend to
Appears in 1 contract
Sources: Sale of Assets and Trademark Agreement (Intek Diversified Corp)
Proxy Statement. (ia) As promptly as practicable after the execution of the Rana Agreement and this Agreement, (x) and receipt of the PCAOB Audited Financials, Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be filed with the SEC and sent to the stockholders of Acquiror relating with respect to the Special Meeting meeting of Acquiror’s stockholders (such proxy statement, together with the “Acquiror Stockholders’ Meeting”) to be held to consider approval and adoption of (i) this Agreement and (ii) any amendments or supplements theretoother proposals the parties deem necessary to effectuate the Transactions (collectively, the “Acquiror Proposals”). The Member Representative shall furnish all information concerning the Company as Acquiror may reasonably request in connection with such actions and the preparation of the Proxy Statement”). Acquiror and the Company each shall use their reasonable best efforts to (A) cause the Proxy Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and (B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. Prior to the filing date of the Proxy Statement, Acquiror shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Acquiror Common Stock, in each case to be issued or issuable to the Members pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, the Company shall mail the Proxy Statement to the Members and the Acquiror will send mail the Proxy Statement to its stockholders. Each of Acquiror and the Company shall use its reasonable best efforts to cause 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.
(b) No filing of, or amendment or supplement to, the Proxy Statement will be made by Acquiror or the Company without the approval of the other party (such approval not to comply with the rules and regulations promulgated by the SECbe unreasonably withheld, conditioned or delayed). Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Companyother, reasonably promptly after Acquiror receives they receive notice thereof, of the time when the Proxy Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and responses thereto. To the extent not prohibited by Law, Each of Acquiror and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity unreasonably withheld or delayed), any response to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Proxy Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto.
(iiic) Each of Acquiror and the The Company shall ensure represents that none of the information supplied by or on its behalf the Company for inclusion or incorporation by reference in the Proxy Statement willor any current report on Form 8-K shall not, at (i) the date it time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquiror and at (in the case of the Proxy Statement),
(ii) the time of the Special MeetingAcquiror Stockholders’ Meeting (in the case of the Proxy Statement) and (iii) consummation of the Rana Agreement (in the case of the Proxy Statement), contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.
(iv) If . If, at any time prior to consummation of the Closing Rana Agreement, any information event or circumstance relating to Acquiror, the Company, any of the Company’s Subsidiariesor its officers or directors, or their respective Affiliates, directors or officers is should be discovered by the Company or Acquiror, which is required to should be set forth in an amendment or a supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Company shall promptly notify inform Acquiror. All documents that the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Company is responsible for filing with the SEC and, in connection with the Transactions will comply as to form and substance in all material respects with the extent required by Law, disseminated to applicable requirements of the stockholders of AcquirorSecurities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Business Combination Agreement (Fintech Ecosystem Development Corp.)
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a mutually acceptable proxy statement to be filed with the SEC and sent to the stockholders of Acquiror Shareholders relating to the Special Acquiror Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror and the Company shall use their respective reasonable best efforts to resolve all SEC comments, if any, with respect to the Proxy Statement as promptly as practicable after receipt thereof and in accordance with Section 8.4. Promptly following confirmation by the SEC that the SEC has no further comments, Acquiror shall cause the Proxy Statement in definitive form to be mailed to the Acquiror Shareholders.
(ii) Acquiror shall use its reasonable best efforts to have obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Proxy Statement cleared by transactions contemplated hereby, and the SEC under Company shall furnish all information concerning the Exchange Act Company, its Subsidiaries and any of their respective members or stockholders as promptly as practicable. may be reasonably requested in connection with any such action.
(iii) Each of Acquiror and the Company agrees to to, as promptly as reasonably practicable, furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, shareholders 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 Transactionstransactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s their respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions Merger and the other transactions contemplated hereby (the “Other Offer 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 SEC.
(iiiv) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when issuance of any stop order or the Proxy Statement has been cleared suspension of the qualification of the Acquiror Common Stock for offering or sale in any supplement jurisdiction, of the initiation or amendment has been filedwritten threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Offer Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iiiv) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror Shareholders and at the time of the Special Acquiror 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 are made, not misleading.
(ivvi) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, Acquiror or any of the Company’s their respective Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders Acquiror Shareholders.
(vii) Each of the Company and Acquiror shall use its reasonable best efforts to cause their and their Subsidiaries’ managers, directors, officers and employees to be reasonably available to Acquiror, the Company and their respective counsel in connection with the drafting of the filings and mailings of the Proxy Statement and responding in a timely manner to comments from the SEC.
Appears in 1 contract
Proxy Statement. (a) For the purpose (i) As promptly as practicable after of holding a meeting of the execution shareholders of this Agreement, (x) Acquiror NM to approve the Merger and the Company New Articles, the parties hereto shall jointly prepare cooperate in the preparation of an appropriate Proxy Statement, which shall satisfy all applicable requirements of the Exchange Act and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC rules and sent to the stockholders of Acquiror relating to the Special Meeting regulations thereunder (such proxy statement, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement”"). Each of Acquiror .
(b) MJK shall furnish such information concerning MJK and the Company shall use its reasonable best efforts MJK Subsidiaries as is necessary in order to cause the Proxy Statement Statement, insofar as it relates to comply MJK, the MJK Subsidiaries and MJK securities, to be prepared in accordance with Section 6.4(a). MJK agrees promptly to advise NM if at any time prior to the rules and regulations promulgated NM shareholders' meeting any information provided by the SEC. Acquiror shall use its reasonable best efforts to have MJK in the Proxy Statement 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, stockholdersbecomes incorrect or incomplete in any material respect, and other equityholders to provide NM the information needed to correct such inaccuracy or omission.
(c) NM shall use all reasonable efforts to promptly prepare 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause submit the Proxy Statement with the SEC and the NASD. NM shall use reasonable efforts to be mailed to file the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the definitive Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by at the SEC for the amendment or supplement of the Proxy Statement or for additional informationearliest practicable date. To the extent not prohibited by Law, the Company NM agrees to provide MJK and their its counsel shall be given a with reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time amendment thereto before any such document is filed filing with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or any other governmental entity and agrees not to make such filing if MJK and its staff with respect counsel reasonably object to the Proxy Statement completeness or Other Documents promptly after receipt accuracy of those comments or other communications and (ii) a reasonable opportunity any information contained therein. MJK authorizes NM to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference utilize in the Proxy Statement willthe information concerning MJK, at the date it is first mailed MJK Subsidiaries and MJK securities provided to NM for the stockholders purpose of Acquiror inclusion in the Proxy Statement. NM shall advise MJK promptly when the definitive Proxy Statement has been filed and at the time shall furnish MJK with copies of the Special 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 are made, not misleadingall such documents.
(ivd) If at any time prior to NM shall bear all printing and mailing costs in connection with the Closing any information relating to Acquiror, the Company, any preparation and mailing of the Company’s Subsidiaries, or Proxy Statement to NM shareholders. MJK and NM shall each bear their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth own legal and accounting expenses in an amendment or supplement to connection with the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Nm Holdings Inc)
Proxy Statement. (ia) As promptly as reasonably --------------- practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a Commission preliminary proxy statement materials with respect to the actions to be filed taken at the Company Meeting, which shall be in form and substance reasonably satisfactory to Sub. As promptly as reasonably practicable after comments are received from the Commission with the SEC and sent respect to the stockholders of Acquiror relating to the Special Meeting (such preliminary proxy statementmaterials, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause respond to the comments of the Commission. Sub and JEDI shall provide the Company with such information as may be required to be included in the proxy statement or as may be reasonably required to respond to any comment of the Commission. After all the comments received from the Commission have been cleared by the Commission staff and all information required to be contained in the proxy statement has been included therein by the Company, the Company shall file with the Commission the Proxy Statement to comply with and the rules and regulations promulgated by the SEC. Acquiror Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act Commission as promptly soon thereafter as practicable. Each of Acquiror and the 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will shall cause the Proxy Statement to be mailed to the its stockholders of Acquiror in each case record as promptly as reasonably practicable after it is cleared clearance by the SECCommission. Unless the Company is advised by outside counsel that such a recommendation is no longer consistent with the discharge of applicable fiduciary duties of directors of the Company, the Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of the Merger. If requested by Sub, the Company shall use its reasonable best efforts to obtain an "SAS No. 71 letter" from the Company's independent public accountants addressed to the Company, in form and substance reasonably satisfactory to Sub, with respect to interim financial statements included in the Proxy Statement.
(iib) To The Company shall retain the extent not prohibited by Law, Acquiror will advise services of a proxy soliciting firm reasonably acceptable to Sub for the purpose of communicating to the Company, reasonably promptly after Acquiror receives notice thereof, 's stockholders the recommendation of the time when Company's Board of Directors and of seeking to ensure that sufficient votes are cast to satisfy the Proxy Statement has been cleared or any supplement or amendment has been filed, or requirements of any request by the SEC applicable law for the amendment or supplement completion of the Proxy Statement or for additional information. To the extent not prohibited by Law, Merger.
(c) Each of Sub and the Company and their counsel shall be given a reasonable opportunity make all necessary filings applicable to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff it with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in Merger under the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror Exchange Act and the Company rules and regulations thereunder and shall ensure that none of the information supplied by or on use its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed reasonable best efforts to the stockholders of Acquiror and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact obtain 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 misleadingclearances with respect thereto.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 1 contract
Sources: Merger Agreement (Coda Energy Inc)
Proxy Statement. (ia) As promptly as reasonably practicable and in no event later than five (5) Business Days after the execution of this Agreementdate hereof, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file a preliminary proxy statement on Schedule 14A with the SEC (the “Preliminary Proxy Statement”) and, subsequent to receiving clearance from the SEC, a definitive proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting on Schedule 14A (such proxy statement, together with any amendments or supplements thereto, the “Definitive Proxy Statement”). Each Subject to Section 7.03, the Proxy Statement shall include the Company Board Recommendation in favor of Acquiror and each of the Company Stockholder Proposal. The Company shall use its reasonable best efforts to cause the Definitive Proxy Statement to comply be mailed to its stockholders as promptly as reasonably practicable after the SEC clears any and all outstanding comments to the Proxy Statement, and in no event later than five (5) Business Days thereafter. The Company shall promptly provide copies, consult with the Investor and the OHA Advisor and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and shall notify the Investor of any oral comments received from the SEC. The Company shall use its reasonable best efforts to ensure that the Proxy Statement complies in all material respects with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have SEC under the 1934 Act (including Section 14 thereof) and the Proxy Statement cleared by will be complete in all material respects and will not contain (at the SEC under time such materials or information are distributed, filed or provided, as 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 case 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingapplicable shareholder vote or action, contain including any supplement thereto) any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading.
(ivb) If The OHA Advisor shall use its reasonable best efforts to ensure that the information it supplies to the Company for inclusion in the Proxy Statement will be complete in all material respects and will not contain (at the time such materials or information are distributed, filed or provided, as the case may be and at the time of the applicable stockholder vote or action, including any supplement thereto) any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading or necessary to correct any statement or any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading.
(c) The Company shall advise the OHA Advisor promptly after it receives notice thereof of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Subject to Section 7.03, no amendment to the Proxy Statement shall be filed without the approval of the OHA Advisor, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Closing Closing, any information relating to Acquiror, the Company, or any of the Company’s Subsidiaries, or their its respective Affiliates, officers or directors or officers is discovered by the Company or Acquiror, which is required to the OHA Advisor that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of Acquirorthe Company.
Appears in 1 contract
Sources: Stock Purchase Agreement (NGP Capital Resources Co)
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a mutually acceptable proxy statement to be filed with the SEC and sent to the stockholders of Acquiror Stockholders relating to the Special Acquiror Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror and the Company shall use their respective reasonable best efforts to resolve all SEC comments, if any, with respect to the Proxy Statement as promptly as practicable after receipt thereof and in accordance with Section 8.4. Promptly following confirmation by the SEC that the SEC has no further comments, Acquiror shall cause the Proxy Statement in definitive form to be mailed to the Acquiror Stockholders.
(ii) Acquiror shall use its reasonable best efforts to have obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Proxy Statement cleared by transactions contemplated hereby, and the SEC under Company shall furnish all information concerning the Exchange Act Company, its Subsidiaries and any of their respective members or stockholders as promptly as practicable. may be reasonably requested in connection with any such action.
(iii) 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 Transactionstransactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s their respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions Purchase and the other transactions contemplated hereby (the “Other Offer 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 SEC.
(iiiv) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereofthereof of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the time when the Proxy Statement has been cleared initiation or written threat of any supplement or amendment has been filedproceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Offer Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iiiv) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror Stockholders and at the time of the Special Acquiror 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 are made, not misleading.
(ivvi) If at any time prior to the Closing any information relating to Acquiror, the Company, Acquiror or any of the Company’s their respective Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders Acquiror Stockholders.
(vii) Each of the Company, the Members and Acquiror shall use its reasonable best efforts to cause their and their Subsidiaries’ managers, directors, officers and employees to be reasonably available to Acquiror, the Company and their respective counsel in connection with the drafting of the filings and mailings of the Proxy Statement and responding in a timely manner to comments from the SEC.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Stratim Cloud Acquisition Corp.)
Proxy Statement. (ia) As promptly as practicable after Promptly following the execution date of this Agreement, (x) Acquiror the Company and AFI shall prepare, and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting adoption of this Agreement by the Company's stockholders (such proxy statement, together with any amendments as amended or supplements theretosupplemented from time to time, the “"Proxy Statement”"). Each of Acquiror AFI and the Company shall use its reasonable best efforts to cause cooperate with one another in connection with the preparation of the Proxy Statement to comply and shall furnish all information concerning such party as any other party may reasonably request in connection with the rules preparation of the Proxy Statement. AFI and regulations promulgated by the SEC. Acquiror Company shall each use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablepracticable after such filing. Each of Acquiror and the The Company agrees will use reasonable best efforts 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company's stockholders of Acquiror in each case as promptly as practicable after it the Proxy Statement is cleared by the SEC.
(b) Each of AFI and the Company shall as promptly as practicable notify the other of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement, (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional informationinformation with respect thereto and (iii) any orders relating to the Proxy Statement. To the extent not prohibited All filings by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any Other Document each time before any such document is filed amendment or supplement thereto, shall be subject to the prior review and consent of AFI (which consent shall not unreasonably be withheld), and all mailings to the Company's stockholders in connection with the SEC, Merger and Acquiror transactions contemplated by this Agreement shall give reasonable be subject to the prior review and good faith consideration to any comments made consent of AFI (which consent shall not unreasonably be withheld). All filings by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel AFI with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff in connection with respect the transactions contemplated hereby shall be subject to the Proxy Statement or Other Documents promptly after receipt prior review and comment of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECCompany.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(ivc) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, AFI, or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, AFI, or Acquiror, Merger Sub which is required to should be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of Acquirorthe Company.
Appears in 1 contract
Sources: Merger Agreement (Axa Financial Inc)
Proxy Statement. (ia) As promptly as reasonably practicable after following the execution of this Agreement, (x) Acquiror the Company shall, with the assistance of Parent, prepare, and the Company shall jointly prepare and Acquiror shall shall, as promptly as reasonably practicable following the No-Shop Period Start Date, file with the SEC, a proxy statement relating to be filed with the SEC and sent to adoption of this Agreement by the stockholders of Acquiror relating the Company (as amended or supplemented from time to the Special Meeting (such proxy statementtime, together in accordance with any amendments or supplements theretothis Section 8.2, the “Proxy Statement”). Each of Acquiror Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply cooperate with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 one another in connection with the preparation of the Proxy Statement, a Current Report on Form 8-K pursuant to Statement and Parent shall furnish all information concerning Parent and Merger Sub as the Exchange Act Company may reasonably request in connection with the Transactionspreparation of the Proxy Statement, or any other statement, filing, notice or application made including such information that is required by or on behalf the Exchange Act to be set forth in the Proxy Statement. Each of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror parties will cause the Proxy Statement information to be mailed to supplied by it for inclusion in the stockholders of Acquiror in each case promptly after it is cleared by Proxy Statement, at the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, time of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement mailing of the Proxy Statement or for additional information. To the extent not prohibited by Lawany amendments or supplements thereto, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Company Stockholders’ Meeting, not to 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 are were made, not misleading. Parent and the Company shall each use commercially reasonable efforts to respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC (or its staff) concerning the Proxy Statement, and to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC.
(ivb) Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC (or its staff) and all other written correspondence and oral communications with the SEC (or its staff) relating to the Proxy Statement and (ii) any request by the SEC (or its staff) for any amendment or supplement to the Proxy Statement or for additional information with respect thereto, and shall supply the other with copies of all material correspondence between the Company, Parent or any of their respective Representatives, on the one hand, and the SEC (or its staff), on the other hand, with respect to the Proxy Statement. All filings by the Company with the SEC (or its staff), responses to any comments from the SEC (or its staff) and all mailings to the stockholders of the Company in connection with the Merger and the other transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, shall be subject to the reasonable prior review and comment of Parent which comments the Company shall consider in good faith. All filings by Parent with the SEC in connection with the transactions contemplated hereby shall be subject to the reasonable prior review and comment of the Company which comments Parent shall consider in good faith.
(c) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, Parent or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, Parent or AcquirorMerger Sub, which is required to should be set forth in an amendment or supplement to the Proxy Statement, Statement so that such document the Proxy Statement would not include any 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 which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement supplement, prepared in accordance with Section 8.2(b), describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of Acquirorthe Company.
Appears in 1 contract
Sources: Merger Agreement (Calpine Corp)
Proxy Statement. (i) As VCIF shall file or cause to be filed the Proxy Statement with the SEC as soon as reasonably practicable following the date hereof, but in no event later than the fifth Business Day after the date hereof. Subject to Section 7.1(b)(ii), VCIF shall thereafter respond as promptly as practicable after the execution to any comments of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to or its staff regarding the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each .
(ii) VCIF shall (A) advise Carlyle and its counsel promptly after it receives any oral or written request by the SEC or its staff for amendment of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules or comments thereon and regulations promulgated responses thereto or requests by the SEC. Acquiror SEC or its staff for additional information, (B) promptly provide ▇▇▇▇▇▇▇ and its counsel with copies of any written communication and summaries of any oral communication, in each case from the SEC or its staff or any state securities commission and related to the Proxy Statement, (C) give ▇▇▇▇▇▇▇ and its counsel a reasonable opportunity to participate in the responses thereto, including by considering their comments and suggested revisions in good faith, and (D) promptly coordinate the submission to the SEC or its staff or any state securities commission of any such responses.
(iii) ▇▇▇▇▇▇▇ shall use its reasonable best efforts have the right to have review and approve (such approval not to be unreasonably withheld) the Proxy Statement cleared by and any amendment or supplement to the SEC under Proxy Statement. In connection with the Exchange Act as promptly as practicable. Each foregoing, each of Acquiror Carlyle and the Company agrees VCIF shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other party and the other’s agents, all information concerning itself, its SubsidiariesSubsidiaries (as applicable), officerstrustees, directorsmembers, managers, stockholders, officers and other equityholders shareholders 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If If, at any time prior to obtaining the Closing VCIF Shareholder Approval, any information relating to AcquirorVCIF or Carlyle, the Company, or any of the Company’s Subsidiaries, or their respective Affiliates, directors officers, trustees or officers is members, should be discovered by the Company VCIF or Acquiror, which is required to Carlyle that should be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would include not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Party hereto and VCIF shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.or
Appears in 1 contract
Sources: Transaction Agreement (Vertical Capital Income Fund)
Proxy Statement. (i) As promptly soon as practicable after the execution of this AgreementClosing, (x) Acquiror and the Company Intek shall jointly prepare and Acquiror shall file with the SEC, Securities and Exchange Commission a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror related solicitation materials relating to a special meeting of the Special 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, together with any amendments as amended or supplements theretosupplemented from time to time, being herein referred to as the “"Proxy Statement”"). Each of Acquiror , and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with be mailed to its stockholders at such time and in such manner as permits the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts Intek Stockholders' Meeting to have the Proxy Statement cleared by the SEC under the Exchange Act be held as promptly as practicable. Each of Acquiror MIC and the Company agrees Simm▇▇▇▇ ▇▇▇ll each use its best efforts 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 by Intek and, in connection any case, as required with respect to Intek by Regulation 14A under the Exchange Act for inclusion in the Proxy Statement. The information provided by Intek and MIC, a Current Report on Form 8-K pursuant to the Exchange Act respectively, for use 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to shall, on the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time date when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to Intek's stockholders, and on the stockholders of Acquiror and at the time date of the Special Intek Stockholders' Meeting, contain any untrue statement of a be true and correct in all material fact or respects and shall not omit to state any material fact required to be stated therein or necessary in order to make the statements thereincontained therein not misleading, and Intek, MIC and Simm▇▇▇▇ each agree promptly to correct any information provided by it for use in light the Proxy Statement which shall have become false or misleading. Intek shall duly call, give notice of, convene and hold the Intek Stockholders' Meeting, for the purpose of approving, among other matters, the transactions contemplated under the Securicor Agreement. Intek, through its Board of Directors, shall recommend to its stockholders approval of the circumstances under which they are made, not misleading.
(iv) If at any time prior foregoing. The Proxy Statement will comply as to the Closing any information relating to Acquiror, the Company, any form in all material respects with all applicable requirements of the Company’s SubsidiariesExchange Act, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an and no amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information Statement shall be promptly filed with made by Intek without the SEC andprior written approval of MIC (which approval shall not be unreasonably withheld), to the extent except as otherwise required by Law, disseminated to the stockholders of Acquirorapplicable laws.
Appears in 1 contract
Sources: Sale of Assets and Trademark Agreement (Simmonds Capital LTD)
Proxy Statement. (ia) As promptly as practicable after the execution of this AgreementAgreement and Future Health’s receipt of the Audited Financial Statements and Reviewed Financial Statements, subject to the terms of this Section 7.01, Future Health (xwith the assistance and cooperation of Seller as reasonably requested by Future Health) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments as amended or supplements 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”). Each 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 be included as a prospectus, in connection with the registration under the Securities Act of Acquiror the shares of Future Health Common Stock to be issued to Seller pursuant to this Agreement. Future Health on the one hand, and Seller on the other hand, shall each pay one half of all registration and filing fees due in connection with the Registration Statement, if applicable. Seller shall furnish all information concerning Seller or the Company as Future Health may reasonably request in connection with such actions and the Company preparation of the Proxy Statement and Registration Statement, if applicable. Future Health and Seller each shall use its their reasonable best efforts to (i) cause the Registration Statement or the Proxy Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement or the Proxy Statement, (iii) if applicable, cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) if applicable, keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement or the filing of the definitive Proxy Statement, Future Health shall use commercially reasonable efforts to take any action required under any applicable federal or state securities laws in connection with the issuance of shares of Future Health Common Stock, in each case to be issued or issuable to Seller pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Future Health shall mail the Proxy Statement to comply with its stockholders. As promptly as practicable following the rules and regulations promulgated clearance of the Proxy Statement by the SEC. Acquiror , Future Health shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause mail the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SECits stockholders.
(iib) To No filing of, or amendment or supplement to the extent Proxy Statement or the Registration Statement will be made by Future Health, Seller or the Company without the approval of the other party (such approval not prohibited by Lawto be unreasonably withheld, Acquiror conditioned or delayed). Future Health and Seller each will advise the Companyother, reasonably promptly after Acquiror receives they receive notice thereof, of the time when the Proxy Registration Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Future Health Common Stock to be issued or issuable to Seller in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for the amendment or supplement of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent Each of Future Health and Seller shall cooperate and mutually agree upon (such agreement not prohibited by Lawto be unreasonably withheld or delayed), the Company and their counsel shall be given a reasonable opportunity any response to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Registration Statement or the Proxy Statement and any amendment to the Registration Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate the Proxy Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto.
(iiic) Each of Acquiror and the Company shall ensure Future Health represents that none of the information supplied by or on its behalf Future Health for inclusion or incorporation by reference in the Registration Statement and the Proxy Statement willshall not, at (i) the date it time the Registration Statement is declared effective, if applicable, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquiror and at Future Health, (iii) the time of the Special Future Health Stockholders’ Meeting, and (iv) the Closing, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.
(iv) If . If, at any time prior to the Closing Closing, any information event or circumstance relating to Acquiror, the Company, any of the Company’s SubsidiariesFuture Health, or their respective Affiliatesits officers or directors, directors or officers is should be discovered by the Company or Acquiror, Future Health which is required to should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, so Future Health shall promptly inform Seller. All documents that such document would include Future Health is responsible for filing with the SEC in connection with the Transactions or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(d) Seller represents that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, if applicable, (ii) the time the Proxy Statement (or any misstatement amendment thereof or supplement thereto) is first mailed to the stockholders of Future Health, (iii) the time of Future Health Stockholders’ Meeting, and (iv) the Closing, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the party Closing, any event or circumstance relating to Seller or the Company, or their respective officers or directors, should be discovered by Seller which discovers such information should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Seller shall promptly notify inform Future Health. All documents that Seller or the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Company is responsible for filing with the SEC and, in connection with the Transactions or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the extent required by Law, disseminated to applicable requirements of the stockholders of AcquirorSecurities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Business Combination Agreement (Future Health ESG Corp.)
Proxy Statement. (ia) As promptly soon as reasonably practicable after the execution date of this Agreement, (x) Acquiror and the Company CILCORP shall jointly prepare and Acquiror shall file with the SEC, and AES shall cooperate with CILCORP in such preparation and filing, a preliminary proxy statement or information statement relating to this Agreement and the transactions contemplated hereby and use its commercially reasonable efforts to furnish the information required to be filed with included by the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause in the Proxy Statement (as hereinafter defined) and, after consultation with and approval of AES, to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as respond 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company SEC with respect to the preliminary proxy statement and, promptly after the completion of any SEC review or notification from the SEC that the preliminary proxy materials will not be subject to comment, cause a definitive proxy statement or information statement (the "Proxy Statement") to be mailed to its stockholders. Subject to the fiduciary obligations of the Board of Directors under applicable law, CILCORP shall include in the Proxy Statement the recommendation of the Board of Directors of CILCORP that the stockholders of CILCORP approve and its counsel. To adopt this Agreement and the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with transactions contemplated hereby.
(b) AES agrees that (i) it will provide CILCORP with all information concerning AES necessary or appropriate to be included in the Proxy Statement and (ii) at the meeting of CILCORP stockholders to be held in connection with the Merger and the other transactions contemplated hereby, it will vote, or cause to be voted, all of the Shares then owned by, or with respect to which proxies are held by it or any of the AES Subsidiaries, if any, in favor of the approval and adoption of this Agreement.
(c) CILCORP and AES shall cooperate with one another in the preparation and filing of the Proxy Statement and shall use their reasonable best efforts to promptly obtain and furnish the information required to be included in the Proxy Statement and to respond promptly to any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from requests made by the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Statement. Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information hereto shall promptly notify the other parties and an appropriate amendment of the receipt of comments of, or supplement describing such information shall be promptly filed with any requests by, the SEC and, with respect to the extent required Proxy Statement, and shall promptly supply the other parties with copies of all correspondence between such party (or its Representatives) and the SEC (or its staff) relating thereto. CILCORP and AES each agree to correct any information provided by Lawit for use in the Proxy Statement which shall have become, disseminated to the stockholders of Acquiroror is, false or misleading.
Appears in 1 contract
Sources: Merger Agreement (Aes Corporation)
Proxy Statement. (ia) As promptly soon as practicable after following the execution date hereof, the Acquiror shall prepare and file, or cause to be prepared and filed, with the SEC a proxy statement (the "PROXY STATEMENT") and other proxy solicitation materials relating to the Stockholders' Special Meeting (as defined in Section 6.8 hereof). The Company and its counsel shall be afforded an adequate opportunity to review and comment upon the Proxy Statement before it is filed with the SEC. Each of this Agreement, (x) the Acquiror and the Company shall jointly prepare furnish or cause to be furnished to the other party all information concerning itself and its Subsidiaries (including any audited or PRO FORMA financial information) as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. The Acquiror shall file with the SECtake, a proxy statement and cause its Subsidiaries to take such actions as may be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts required to have the Proxy Statement cleared by the SEC under the Exchange Act SEC, in each case as promptly as practicable, including by responding promptly to, any SEC comments with respect thereto. Each of Acquiror and the The Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholdersshall, and other equityholders and information regarding such other matters as cause its Subsidiaries to, take all reasonable action that may be reasonably necessary or advisable or as may be reasonably requested to assist Acquiror 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause causing the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably including consulting with Acquiror. As promptly as practicable after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for SEC, the amendment or supplement of Acquiror shall mail the Proxy Statement or for additional information. To the extent not prohibited by Lawto its stockholders, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement shall include the recommendation of the board of directors of the Acquiror that Acquiror's stockholders vote in favor of adoption and any Other Document each time before any such document is filed with approval of this Agreement, the SECAcquisition, and the Stock Issuance (as defined in Section 6.8 hereof) and the board nominees as provided in Section 7.3(g) (the "BOARD NOMINEES").
(b) The Acquiror shall give reasonable and good faith consideration covenants that the Proxy Statement (other than the information supplied in writing to any comments made the Acquiror by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, 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 thereintherein not misleading, in light at any of:
(i) the time the Proxy Statement (or any amendment or supplement thereto) is first mailed to the stockholders of the circumstances under which they are made, not misleadingAcquiror;
(ii) the time of each of the Stockholders' Special Meeting; and
(iii) the Second Closing Date.
(ivc) The Company covenants that the financial information supplied or to be supplied by the Company or its representatives in writing for inclusion in the Proxy Statement shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, shall be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial information, as permitted by the rules of the SEC) and shall fairly present the financial information reflected therein as of the dates thereof or for the periods then ended. If at any time prior to the Second Closing Date any information event or circumstance relating to Acquiror, the Company, Company or any of the Company’s its Subsidiaries, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, which is required to any of its Subsidiaries that should be set forth in an amendment or a supplement to the Proxy Statement, so the Company shall promptly inform the Acquiror in writing.
(d) The Company covenants that such document would include the information supplied in writing by or on behalf of the Company for inclusion in the Proxy Statement shall not contain any misstatement 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, therein not misleading, at
(i) the party which discovers such information shall promptly notify time the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated Proxy Statement is first mailed to the stockholders of the Acquiror;
(ii) the time of the Stockholders' Special Meeting; and
(iii) the Second Closing Date.
(e) The Acquiror covenants that the financial information included or incorporated by reference in the Proxy Statement, other than the financial information supplied to the Acquiror by the Company for inclusion in the Proxy Statement, shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, shall be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial information, as permitted by the rules of the SEC) and shall fairly present (subject, in the case of unaudited financial information, to normal, recurring audit adjustments) the financial information reflected therein as of the dates thereof or for the periods then ended. The Acquiror covenants that the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder or the Securities Act and the rules and regulations thereunder, as applicable, except that no representation is herein made by the Acquiror with respect to statements made in the Proxy Statement based on information supplied by the Company or any of its representatives in writing for inclusion in the Proxy Statement. If at any time prior to the Second Closing Date any event or circumstance relating to the Acquiror or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Acquiror or any of its Subsidiaries which should be set forth in an amendment or a supplement to the Proxy Statement, the Acquiror shall promptly inform the Company and file the appropriate amendment with the SEC.
Appears in 1 contract
Sources: Acquisition Agreement (Omi Corp)
Proxy Statement. (i) As VCIF shall file or cause to be filed the Proxy Statement with the SEC as soon as reasonably practicable following the date hereof, but in no event later than the fifth Business Day after the date hereof. Subject to Section 7.1(b)(ii), VCIF shall thereafter respond as promptly as practicable after the execution to any comments of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to or its staff regarding the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each .
(ii) VCIF shall (A) advise Carlyle and its counsel promptly after it receives any oral or written request by the SEC or its staff for amendment of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules or comments thereon and regulations promulgated responses thereto or requests by the SEC. Acquiror SEC or its staff for additional information, (B) promptly provide ▇▇▇▇▇▇▇ and its counsel with copies of any written communication and summaries of any oral communication, in each case from the SEC or its staff or any state securities commission and related to the Proxy Statement, (C) give ▇▇▇▇▇▇▇ and its counsel a reasonable opportunity to participate in the responses thereto, including by considering their comments and suggested revisions in good faith, and (D) promptly coordinate the submission to the SEC or its staff or any state securities commission of any such responses.
(iii) ▇▇▇▇▇▇▇ shall use its reasonable best efforts have the right to have review and approve (such approval not to be unreasonably withheld) the Proxy Statement cleared by and any amendment or supplement to the SEC under Proxy Statement. In connection with the Exchange Act as promptly as practicable. Each foregoing, each of Acquiror Carlyle and the Company agrees VCIF shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other party and the other’s agents, all information concerning itself, its SubsidiariesSubsidiaries (as applicable), officerstrustees, directorsmembers, managers, stockholders, officers and other equityholders shareholders 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If If, at any time prior to obtaining the Closing VCIF Shareholder Approval, any information relating to AcquirorVCIF or Carlyle, the Company, or any of the Company’s Subsidiaries, or their respective Affiliates, directors officers, trustees or officers is members, should be discovered by the Company VCIF or Acquiror, which is required to Carlyle that should be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would include not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Party hereto and VCIF shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by under applicable Law, disseminated disseminate such amendment or supplement to the stockholders of AcquirorVCIF Shareholders.
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company Purchaser shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with Commission the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Merger Proxy Statement”). Each Purchaser will respond to any comments of Acquiror the Commission and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall will use its reasonable best efforts to have the Merger Proxy Statement cleared by the SEC under the Exchange Act Commission as promptly as practicable. Each of Acquiror practicable after such filing 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Merger Proxy Statement to be mailed to its stockholders at the stockholders earliest practicable time. Purchaser will notify Seller promptly upon the receipt of Acquiror in each case promptly after it is cleared by any comments from the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared Commission or any supplement or amendment has been filed, or its staff and of any request by the SEC Commission or its staff for amendments or supplements to the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Merger Proxy Statement and will promptly furnish Seller with copies of all correspondence between Purchaser or any Other Document each time before any such document is filed with of its representatives, on the SECone hand, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by LawCommission, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from staff, on the SEC or its staff other hand, with respect to the Merger Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on Merger. Purchaser will cause all documents that response (to which reasonable and good faith consideration shall be given), including by participating it is responsible for filing with the Company Commission to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Merger Proxy Statement, Purchaser will promptly inform Seller of such occurrence and cooperate in filing with the Commission or its counsel in any discussions staff, and/or mailing to stockholders of Purchaser, such amendment or meetings with the SECsupplement.
(iiib) Each of Acquiror Purchaser shall make all filings it is required to make with respect to the Merger under the Securities Act, the 1934 Act, applicable state blue sky laws and the Company shall ensure that none rules and regulations thereunder and the rules of the American Stock Exchange.
(c) Seller will provide Purchaser with all necessary information supplied by or on concerning the Seller and its behalf for inclusion or incorporation by reference business, including financial statements and other financial information, in the form required to be included in the Merger Proxy Statement will, at the date it is first mailed to the stockholders (including by reason of Acquiror and at the time of the Special Meeting, any Commission comments thereto or subsequent requests thereon). Such information 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, therein not misleading.
(iv) . If at any time prior to the Closing Effective Time, any information event or circumstance relating to Acquiror, the Company, Seller or any of the Company’s its Subsidiaries, or their respective Affiliatesmanagers, directors members, officers or officers is directors, should be discovered by the Company or Acquiror, which is required to Seller and such information should be set forth in an amendment or supplement to the Merger Proxy Statement, so Seller shall promptly inform Purchaser of such event or circumstance. All documents that such document would include any misstatement of a Seller is responsible for providing to Purchaser for filing with the Commission in connection with the Merger will comply as to form and substance in all material fact or omit to state any material fact necessary to make respects with the statements therein, in light applicable requirements of the circumstances under which they were made, not misleading, Securities Act and the party which discovers such information shall promptly notify rules and regulations thereunder and the other parties 1934 Act and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorrules and regulations thereunder.
Appears in 1 contract
Sources: Merger Agreement (Cenuco Inc)
Proxy Statement. Promptly following the date of this Agreement, the Company shall prepare a proxy statement relating to the Shareholders Meeting (ias amended or supplemented, the "Proxy Statement") As and the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (as amended or supplemented, the "Form S- 4"), in which the Proxy Statement will be included. The Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act of 1933, as amended (the "Securities Act"), as promptly as practicable after the execution of this Agreement, (x) Acquiror and the such filing. The Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall will use its reasonable best efforts to cause the Proxy Statement to comply with be mailed to the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act Company's shareholders as promptly as practicablepracticable after the Form S-4 is declared effective under the Securities Act. Each of Acquiror and the The Company agrees shall also take any action required 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 taken under any applicable state securities laws in connection with the Proxy Statement, a Current Report on Form 8registration and qualification of the Non-K pursuant to the Exchange Act Cash Election Shares in connection with the Transactions, or any Merger. MergerCo and the Company will cooperate with each other statement, filing, notice or application made by or on behalf in the preparation of Acquirorthe Proxy Statement. Without limiting the generality of the foregoing, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case as promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, as practicable notify MergerCo of the time when receipt of any comments from the Proxy Statement has been cleared or any supplement or amendment has been filed, or of SEC and any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To All filings with the extent not prohibited by LawSEC, the Company and their counsel shall be given a reasonable opportunity to review and comment on including the Proxy Statement and any Other Document each time before any such document is filed amendment thereto, and all mailings to the Company's shareholders in connection with the SECMerger, including the Proxy Statement, shall be subject to the prior review, comment and approval of MergerCo (which approval by MergerCo shall not be unreasonably withheld or delayed). MergerCo will furnish to the Company the information relating to it required by the Securities Act, Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Acquiror shall give the rules and regulations promulgated thereunder, to be set forth in the Proxy Statement. The Company agrees to use its reasonable and good faith consideration best efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments any preliminary version thereof filed by it and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the cause such Proxy Statement will, at the date it is first to be mailed to the stockholders of Acquiror and Company's shareholders at the time of the Special 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 are made, not misleadingearliest practicable time.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 1 contract
Sources: Merger Agreement (Jostens Inc)
Proxy Statement. (i) As If the Closing occurs, the Company shall call and hold a special meeting of its stockholders, as promptly as reasonably practicable after the execution Closing, but no later than six months following the Closing Date (the “Meeting End Date”) to vote on proposals (collectively, the “Stockholder Proposal”) to approve the issuance of this Agreementshares of Common Stock in connection with the conversion of the Debentures into shares of Common Stock pursuant to Section 4 of the Debentures and the right of each Purchaser to purchase shares of Common Stock pursuant to Section 4.3 hereof (“Stockholder Approval,” and the date on which such approval is obtained, (x) Acquiror the “Stockholder Approval Date”). 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 jointly promptly prepare (and Acquiror shall file the Purchasers will reasonably cooperate with the SEC, a proxy statement Company to be filed prepare) and file (but in no event more than 90 days following the Closing) with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such a preliminary proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules solicit proxies for such stockholder approval and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by respond to any comments of the SEC under the Exchange Act as promptly as practicable. Each of Acquiror or its staff and the Company agrees to furnish cause a definitive proxy statement related to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, such 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement ’ meeting to be mailed to the Company’s stockholders of Acquiror in each case as promptly as practicable after it is cleared clearance by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the . If at any time when the Proxy Statement has been cleared or prior to such stockholders’ meeting there shall occur any supplement or amendment has been filed, or of any request by the SEC for the event that is required to be set forth in an amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Lawproxy statement, the Company shall as promptly as practicable prepare and their counsel mail to its stockholders such an amendment or supplement. The Company agrees that each proxy statement referred to in this Section 4.6 shall be given a reasonable opportunity comply as to review and comment on the Proxy Statement and any Other Document each time before any such document is filed form in all material respects with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by requirements of the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror Exchange Act and the Company shall ensure rules and regulations promulgated thereunder and that none of the information supplied by included or on its behalf for inclusion or incorporation incorporated by reference in the Proxy Statement any such proxy statement will, at the date it is first filed with the SEC or mailed to the stockholders of Acquiror and the Company or at the time of the Special Meetingstockholders’ meeting, 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 are made, not misleading.
(iv) If at , except for statements made in such proxy statement based exclusively on information supplied in writing by or on behalf of the Purchasers specifically and explicitly for inclusion or incorporation by reference therein. Each of the Purchasers and the Company agrees promptly to correct any time prior information provided by it or on its behalf for use in the proxy statement if and to the Closing extent that such information shall have become false or misleading in any information relating to Acquirormaterial respect, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by and the Company or Acquiror, which is required shall as promptly as practicable prepare and mail to be set forth in its stockholders an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers correct such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawapplicable laws and regulations. The Company shall consult with the Purchasers prior to mailing any proxy statement, disseminated or any amendment or supplement thereto, and provide the Purchasers with a reasonable opportunity to comment thereon. The Company shall promptly notify the Purchasers upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to any proxy statement and shall provide the Purchasers with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. The directors’ recommendation described in this Section 4.6 shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approval of the Stockholder Proposal is not obtained at such special stockholders’ meeting, the Company shall include a proposal to approve (and, the board of directors shall recommend approval of) such Stockholder Proposal at a meeting of its stockholders (which may be an annual meeting) no less than once in each six-month period beginning on the Meeting End Date until such approval is obtained or made, and the other applicable provisions of Acquirorthis Section 4.6 shall apply with respect to seeking such Stockholder Proposal.
Appears in 1 contract
Sources: Securities Purchase Agreement (Pivotal Acquisition Corp)
Proxy Statement. (ia) As promptly as reasonably practicable after the execution date of this AgreementAgreement and no later than fifteen (15) days following the date of this Agreement (unless the parties hereto otherwise agree), (x) Acquiror the Parties shall prepare, and the Company shall jointly prepare and Acquiror shall file with file, the SEC, a proxy statement to be filed Proxy Statement with the SEC and sent to in preliminary form as required by the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)1934 Act. Each of Acquiror and the The Company shall use its reasonable best efforts to cause the Proxy Statement to comply take all actions required under any applicable federal, state, securities and other Laws in connection with the rules and regulations promulgated by issuance of the SECCommon Shares. Acquiror The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablepracticable after the filing thereof and shall cause the Proxy Statement to be filed with the SEC in definitive form and mailed to the Company’s stockholders as promptly as reasonably practicable following the later of (x) the end of the ten-day waiting period under Rule 14a-6(a) under the 1934 Act (or the earlier date on which the SEC confirms it will not review the Proxy Statement) and (y) the date on which the SEC confirms that it has no further comments on the Proxy Statement. The Company shall provide Buyer with any substantive comments that may be received from the SEC or its staff with respect thereto, shall use reasonable best efforts to respond as promptly as practicable to any such comments made by the SEC or its staff with respect to the Proxy Statement, shall give Buyer and its counsel a reasonable opportunity to review and comment on the Proxy Statement (including any amendment or supplement thereto) and any responses to comments made by the SEC or its staff each time before it is filed with the SEC, and shall give reasonable and good-faith consideration to any comments thereon made by ▇▇▇▇▇ and its counsel. The Company and Buyer shall cooperate with one another (i) in connection with the preparation of the Proxy Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Body is required in connection with the consummation of the transactions contemplated by this Agreement, and (iii) in taking such actions or making any such filings and furnishing information required in connection therewith or with the Proxy Statement.
(b) Each of Acquiror and the Company agrees to and Buyer shall, upon request, promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, officers and other equityholders (to the extent reasonably available to the applicable party) shareholders 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 Acquirorthe Company, Buyer or any of their respective Subsidiaries to the Company SEC or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) Principal Market in connection with the 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 SECStatement.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(ivc) If at any time prior to the Closing receipt of the Company Stockholder Approval, any information relating to Acquiror, the Company, Buyer, or any of the Company’s Subsidiaries, or their respective Affiliates, directors officers or officers is directors, should be discovered by the Company (with respect to information related to the Company or Acquiror, which is required its Affiliates) or Buyer (with respect to information related to Buyer) that should be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties party hereto and an appropriate amendment or supplement describing such information shall promptly be promptly prepared and filed with the SEC and, to the extent required by under Applicable Law, disseminated to the stockholders of Acquirorthe Company.
Appears in 1 contract
Proxy Statement. (a) Subject to Section 7(b) hereof, I-Link, acting through its Board of Directors, shall:
(i) As promptly duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Stockholders Meeting”) as soon as practicable after following the execution date hereof for the purpose of this Agreement, considering and taking action upon the following proposals (xthe “Proposals”): (A) Acquiror an amendment to the Amended and Restated Articles of Incorporation of I-Link to increase the Company shall jointly authorized number of shares of Common Stock from 300,000,000 shares to 900,000,000 shares and (B) an amendment to the Amended and Restated Articles of Incorporation of I-Link deleting Article VI thereof.
(ii) prepare and Acquiror shall file with the SEC, SEC a preliminary proxy statement relating to this Agreement as soon as reasonably practicable and obtain and furnish the information required to be filed with included by the SEC and sent in the Proxy Statement and, after consultation with Counsel Springwell, use its best efforts to respond promptly to any comments made by the SEC with respect to the stockholders of Acquiror relating to the Special Meeting preliminary proxy and cause a definitive proxy (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”). Each ) to be mailed to its stockholders;
(iii) include in the definitive Proxy Statement the written opinion of Acquiror the financial advisor to the Special Committee of the Board of Directors of I-Link that the transactions contemplated by this Agreement are fair to the stockholders of I-Link from a financial point of view;
(iv) afford to all of the stockholders of I-Link dissenters’ rights under Florida law relating to the matters to be presented to them for consideration at the Stockholder Meeting and relating to the Company shall subject matter of this Agreement; and
(v) use its reasonable best efforts to obtain the approval of the Proposals by the holders of the requisite number of issued and outstanding shares of capital stock of I-Link.
(b) The Board of Directors of I-Link shall recommend approval and adoption of the Proposals by I-Link’s stockholders. The Board of Directors of I-Link shall not be permitted to withdraw, amend or modify in a manner adverse to Counsel and Counsel Springwell such recommendation (or announce publicly its intention to do so), except that prior to the Stockholder Meeting, the Board of Directors of I-Link shall be permitted to withdraw, amend or modify its recommendation (or announce publicly its intention to do so) but only if the Board of Directors of I-Link shall have determined in its good faith judgment, based upon the advice of outside counsel, that it is obligated by its fiduciary obligations under applicable law to withdraw, amend or modify such recommendation. If the Stockholder Meeting is being held, the recommendation of the Board of Directors of I-Link shall be included in the Proxy Statement.
(c) Each of Counsel and Counsel Springwell agrees that it will provide I-Link with the information required to be included in the Proxy Statement and will vote, or cause to be voted, all of the shares of the Common Stock then owned by it, directly or indirectly, or over which it has the power to vote, in favor of approval of the Proposals. Counsel and Counsel Springwell shall have the right to review in advance all characterizations and information related to them, this Agreement and the transactions contemplated hereby which appear in the Proxy Statement.
(d) Each of Counsel, Counsel Springwell and I-Link agrees promptly to correct any information provided by it for use in the Proxy Statement as and to the extent it shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror include any information that shall use its reasonable best efforts to have the Proxy Statement 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 itselfbecome necessary, 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 contained therein, in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and each of Counsel, Counsel Springwell and I-Link further agrees to take all steps necessary to cause the party which discovers such information shall promptly notify the other parties and an appropriate amendment Proxy Statement, as so corrected or supplement describing such information shall supplemented, to be promptly filed with the SEC and, and to be disseminated to its stockholders in each case as and to the extent required by Law, disseminated to the stockholders of Acquirorapplicable federal securities laws.
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company Parties shall jointly prepare and Acquiror Carnivale shall file with the SEC, a proxy statement cause to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror Carnivale covenants and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 that the Proxy Statement, a Current Report on Form 8-K pursuant including any pro forma financial statements included therein, and the letter to the Exchange Act in connection with the Transactions, or any other statement, filingstockholders, notice or application made by or on behalf of Acquirormeeting and form of proxy included therewith, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meetingnot, 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.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary 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 party which discovers such 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, Novo A/S and their respective legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the responses to any comments of the SEC prior to filing thereof with the SEC. Each of Carnivale and the Company shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC. Carnivale shall use commercially reasonable efforts to cause the Proxy Statement 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 notify furnish to the other parties Party all information concerning such Party and such Party’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 Carnivale or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an appropriate amendment or supplement describing to the Proxy Statement, then such information Party, as the case may be, shall be promptly filed inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Carnivale stockholders.
(b) Prior to the Closing, Carnivale shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Carnivale Common Stock to be issued in the Transaction (to the extent required) shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Shares has an address of record as of the date of this Agreement; provided, however, that Carnivale shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.
(c) The Company and the Sellers shall reasonably cooperate with Carnivale and provide, and require their respective Representatives to provide, Carnivale and its Representatives, with all true, correct and complete information regarding the Company or the Sellers that is required by Law, disseminated law to be included in the stockholders of AcquirorProxy Statement or reasonably requested from the Company or the Sellers to be included in the Proxy Statement.
Appears in 1 contract
Sources: Share Purchase Agreement (Carbylan Therapeutics, Inc.)
Proxy Statement. (ia) As Company shall prepare as promptly as practicable after practicable, the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement pursuant to be filed Regulation 14A under the Exchange Act with the SEC and sent respect to the stockholders of Acquiror relating to the Special Stockholders' Meeting (such proxy statement, together with any amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under on or prior to eight (8) weeks after the Exchange Act execution of this Agreement. Company shall, as promptly as practicablepracticable after receipt thereof, provide Parent with copies of any written comments, and advise it of any oral comments or communications regarding the Proxy Statement received from the SEC. Each of Acquiror Company shall cooperate and the Company agrees provide Parent with a reasonable opportunity to furnish review and comment on any amendment or supplement to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholdersProxy Statement prior to filing the same with the SEC, and other equityholders and information regarding will provide Parent with a copy of all such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection filings made with the Proxy Statement, a Current Report on Form 8-K pursuant SEC.
(b) Company will use its reasonable best efforts 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders Company Common Stockholders as promptly as practicable after the execution of Acquiror this Agreement but in each case no event later than one week after the receipt of clearance by Company from the SEC of the Proxy Statement. Company shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Company will advise Parent, promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or Statement.
(c) Company agrees that the information provided by it for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on inclusion in the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments amendment or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willsupplement thereto, at the date it is first mailed to the stockholders time of Acquiror mailing thereof and at the time of the Special Stockholders' Meeting, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Stockholders' Meeting, there shall occur any event with respect to Company or its Subsidiaries, or with respect to any information provided by Company for inclusion in the party Proxy Statement , which discovers event is required to be described in an amendment of or supplement to the Proxy Statement , such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andSEC, to the extent as required by Lawapplicable law, and disseminated to the stockholders of AcquirorCompany Common Stockholders.
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable practical after the execution of this Agreement, (x) Acquiror and the Company Seller shall jointly prepare and Acquiror shall file with the SEC, a proxy statement SEC the Proxy Statement to be filed with the SEC and sent to the stockholders Shareholders in connection with the meeting of Acquiror relating the Shareholders to vote upon this Agreement and the Special Meeting Merger (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”"Seller Shareholders' Meeting"). Each Except as permitted by Section 6.01, Seller shall, through the Seller Board, include in the Proxy Statement the recommendation of Acquiror the Seller Board that the Shareholders adopt this Agreement and the Company shall use its reasonable best efforts to cause obtain such adoption. Purchaser and Seller shall make all other necessary filings with respect to the Proxy Statement to comply with Merger under the Exchange Act and the rules and regulations promulgated by the SEC. Acquiror thereunder.
(b) Seller shall use its reasonable best efforts to have the Proxy Statement 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 take such other matters action 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, insure that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf Seller for inclusion or incorporation by reference in the Proxy Statement willshall not, at on the date it the Proxy Statement is first mailed to the stockholders of Acquiror and Shareholders, at the time of the Special Seller Shareholders' Meeting, and at the Effective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it shall be made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, made in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy StatementStatement not false or misleading, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements thereinsolicitation of proxies for the Seller Shareholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller or any of its affiliates, officers, or directors should be discovered by Seller which should be set forth in a supplement to the Proxy Statement, Seller shall promptly so inform Purchaser.
(c) Purchaser shall take such action as may be necessary to insure that the information supplied by Purchaser for inclusion in the Proxy Statement shall not on the date the Proxy Statement is first mailed to the Shareholders, at the time of the Seller Shareholders' Meeting, and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which they were it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the party solicitation of proxies for the Seller Shareholders' Meeting which discovers such information has become false or misleading. If at any time prior to the Effective Time any event relating to Purchaser or any of its affiliates, officers, or directors should be discovered by Purchaser which should be set forth in a supplement to the Proxy Statement, Purchaser shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirorso inform Seller.
Appears in 1 contract
Sources: Merger Agreement (Transport Corporation of America Inc)
Proxy Statement. (ia) As promptly soon as reasonably practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly will prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Company Stockholders’ Meeting (such proxy statement, together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) and a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Proxy StatementSchedule 13E-3”). Each of Acquiror ) relating to the transactions contemplated by this Agreement and the Company shall will use its reasonable best efforts to cause the Proxy Statement respond to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by any comments of 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable; provided, however, that prior to the filing of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or and the Schedule 13E-3, the Company will consult with the ▇▇▇▇▇▇ & ▇▇▇▇▇ Parties and their counsel with respect to such filings and shall afford the ▇▇▇▇▇▇ & Noble Parties reasonable opportunity to review and comment thereon. The ▇▇▇▇▇▇ & ▇▇▇▇▇ Parties will provide the Company with any supplement or amendment has been filed, or information for inclusion in the Proxy Statement and the Schedule 13E-3 which may be required under applicable law and which is reasonably requested by the Company. The Company will promptly notify the ▇▇▇▇▇▇ & Noble Parties of the receipt of any comments from the SEC and of any request by the SEC for the amendment amendments or supplement of supplements to the Proxy Statement or the Schedule 13E-3 or for additional information. To , and will supply the extent not prohibited by Law, ▇▇▇▇▇▇ & ▇▇▇▇▇ Parties with copies of all correspondence between the Company and their counsel shall be given a reasonable opportunity to review and comment any of its representatives, on the Proxy Statement and any Other Document each time before any such document is filed with the SECone hand, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or members of its staff staff, on the other Table of Contents hand, with respect to the Proxy Statement Statement, the Schedule 13E-3 or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) transactions contemplated hereby. If at any time prior to the Closing Company Stockholders’ Meeting any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event should occur which is required by applicable law to be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that such document would include any misstatement of a material fact Statement or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingSchedule 13E-3, the party which discovers Company will prepare and, if appropriate, mail to its stockholders such information shall promptly notify amendment or supplement; provided, however, that prior to such mailing, the other parties Company will consult with the ▇▇▇▇▇▇ & Noble Parties and an appropriate their counsel with respect to such amendment or supplement describing and shall afford the ▇▇▇▇▇▇ & ▇▇▇▇▇ Parties reasonable opportunity to review and comment thereon.
(b) Except under the circumstances described in Section 4.3, the Company through the Company’s Board of Directors (acting upon the recommendation of the Special Committee) shall recommend to its Public Stockholders the adoption of this Agreement and the transactions contemplated hereby and such information recommendation shall be promptly filed with included in the SEC and, to Proxy Statement and the extent required by Law, disseminated to the stockholders of AcquirorSchedule 13E-3.
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror the Issuer, with the timely cooperation and assistance of the Company Company, shall jointly prepare and Acquiror shall file with the SEC, a SEC the proxy statement to be filed with the SEC and sent to the stockholders of Acquiror the Issuer relating to the Special Meeting meeting of the Issuer's stockholders (the "Issuer Stockholders' Meeting") to be held to consider approval of the Issuer Transactions or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, together with any amendments as amended or supplements theretosupplemented, being referred to herein as the “"Proxy Statement”"). Each of Acquiror and the The Principal Company Shareholders shall use its their reasonable best efforts to cause the Company to provide financial statements and other information regarding the Company as may reasonably be required for inclusion in the Proxy Statement. As promptly as practicable after the definitive Proxy Statement shall have been filed with and approved by the SEC, the Issuer shall mail the Proxy Statement to comply with the rules and regulations promulgated by the SECits stockholders. Acquiror The Issuer shall use its reasonable best efforts to have the Proxy Statement 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 also prepare an 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 statement in connection with the Proxy StatementShare Exchange to be delivered to shareholders of the Company who are not 58 accredited investors (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act)
(b) If, a Current Report on Form 8-K pursuant at any time prior to the Exchange Act in connection with Issuer Stockholders' Meeting, any event or circumstance relating to the TransactionsIssuer, the Company or any other statementits respective affiliates, filingstockholders, notice officers or application made directors should be discovered by or on behalf of Acquirorthe Issuer, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) Shareholder Representative, as the case may be, which should be set forth in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the an amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on so that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, contain would not include any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.
(iv) If at any time prior , the Issuer or the Shareholder Representative, as the case may be, shall promptly inform the other parties. Subject to Section 6.01(d), as promptly as practicable after discovering such event or circumstance or being so informed, the Closing any information relating to AcquirorIssuer, with the timely cooperation and assistance of the Company, any of shall prepare and file with the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in SEC an amendment or supplement to the Proxy StatementStatement containing a description of such event or circumstance and disseminate such amendment or supplement to the Proxy Statement to the stockholders of the Issuer.
(c) The Issuer covenants that none of the Issuer Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Principal Company Shareholders, the approval or recommendation by the Issuer Board or any committee thereof of this Agreement, any Issuer Transaction or any other Transaction and the Proxy Statement shall include the recommendation of the Issuer Board to the stockholders of the Issuer to approve each of the Issuer Transactions; provided, however, that the Issuer Board may, at any time prior to the Closing, withdraw or modify any such recommendation to the extent that the Issuer Board determines, in its good faith judgment after consultation with outside legal counsel, that the failure to so withdraw or modify its recommendation would cause the Issuer Board to breach its fiduciary duties to the Issuer and its stockholders under applicable Law.
(d) The Issuer covenants that no amendment or supplement to the Proxy Statement will be made by the Issuer without the approval of the Shareholder Representative (such document would include approval not to be unreasonably withheld or delayed). The Issuer will advise the Shareholder Representative, as promptly as practicable after it receives notice thereof, of any misstatement request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.
(e) The information supplied by the Issuer for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Issuer, (ii) the time of the Issuer Stockholders' Meeting and (iii) the Closing, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, . All documents that the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Issuer is responsible for filing with the SEC andin connection with the Issuer Stockholders' Meeting, the Share Exchange or the other Transactions will comply as to form and substance in all material aspects with the extent required applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(f) The information supplied by Lawthe Company or the Principal Company Shareholders for inclusion in the Proxy Statement shall not, disseminated at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquirorthe Issuer, (ii) the time of the Issuer Stockholders' Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail 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.
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable after following the execution and delivery of this Agreement, (x) Acquiror Agreement and the Company shall jointly availability of the PCAOB Financial Statements, Parent shall, in accordance with this Section 5.9, prepare and Acquiror shall file with the SEC, a proxy registration statement on Form S-4 (as amended or supplemented from time to be filed with time, and including the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretoProxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Parent Common Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement”). Each of Acquiror Parent and the Company shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Acquiror The Company shall pay all filing fees in connection with the preparation, filing and mailing of the Registration Statement and Proxy Statement. Each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Promptly after the Registration Statement is declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to the Parent Stockholders.
(b) 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 F hereto, with such changes as may be mutually agreed between Parent and the Company (the “Omnibus Incentive Plan”), (D) approval of the A&R Charter and each change to the A&R Charter that is required to be separately approved, and (E) 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 the Exchange Act. The Registration Statement and the Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company shall furnish all information concerning it and its Affiliates to Parent, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Registration Statement and the Proxy Statement, and the Registration Statement and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with Parent’s preparation for inclusion in the Registration Statement and the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by the Registration Statement and the Proxy Statement. Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Registration Statement and 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 respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement.
(c) Prior to filing with the SEC, Parent will make available to the Company drafts of the Registration Statement, and any material amendment or supplement to the Registration Statement and will provide the Company with a reasonable opportunity to comment on such drafts, shall consider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. Parent shall provide written notice (email permitted) to the Company upon filing any such documents with the SEC (including response to any comments from the SEC with respect thereto). Parent will advise the Company promptly after receipt of notice thereof, of (i) the time when the Registration Statement has been filed, (ii) receipt of oral or written notification of the completion of the review of the Registration Statement by the SEC, (iii) the filing of any supplement or amendment to the Registration Statement, (iv) any request by the SEC for amendment of the Registration Statement, (vii) any comments from the SEC relating to the Registration Statement and responses thereto, or (viii) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the Registration Statement and each shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly soon after filing as practicable. Each of Acquiror and ; provided, that prior to responding to any material requests or comments from the SEC, Parent will make available to the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, drafts of any such response 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, provide the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECdrafts.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(ivd) If at any time prior to the Closing Parent Common Stockholder Meeting there shall be discovered any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to that should be set forth in an amendment or supplement to the Proxy Registration Statement so that the Registration Statement, so that such document as applicable, would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Parent shall promptly notify the other parties and transmit to its stockholders an appropriate amendment or supplement describing to the Registration Statement containing such information. If, at any time prior to the Effective Time, the Company discovers any information, event or circumstance relating to the Group Companies or any of their respective Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Parent of such information, event or circumstance.
(e) Parent shall make all necessary filings with respect to the transactions contemplated hereby under the Securities Act, the Exchange Act and applicable “blue sky” laws and any rules and regulations thereunder.
(f) The Company shall use its commercially reasonable efforts to promptly provide Parent with all information concerning the Group Companies reasonably requested by Parent for inclusion in the Registration Statement and any amendment or supplement to the Registration Statement (if any). The Company shall cause the officers and employees of the Group Companies to be promptly filed reasonably available to Parent and its counsel in connection with the SEC anddrafting of the Registration Statement and responding in a timely manner to comments on the Registration Statement from the SEC.
(g) Parent shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article VIII. Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, NASDAQ or the respective staff thereof that is applicable to the extent required by LawOffer. Nothing in this Section 5.9(g) shall (i) impose any obligation on Parent to extend the Offer beyond the Outside Date, disseminated or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement in accordance with Article VIII.
(h) Parent shall use its reasonable best efforts to (i) cause the shares of Parent Common Stock to be issued to the stockholders of AcquirorEquityholders as provided in Article II to be approved for listing on NASDAQ upon issuance, and (ii) make all necessary and appropriate filings with NASDAQ and undertake all other steps reasonably required prior to the Closing Date to effect such listing.
Appears in 1 contract
Sources: Merger Agreement (Software Acquisition Group Inc. III)
Proxy Statement. (i) As promptly as practicable after the execution of this AgreementVictory shall prepare, (x) Acquiror in consultation with Armacor, and the Company shall jointly prepare and Acquiror shall file with the Securities and Exchange Commission (the “SEC, ”) a preliminary proxy or information statement to be filed with the SEC and sent to the stockholders of Acquiror relating to (i) a reverse split of Victory’s common stock and an increase in the Special Meeting number of authorized shares of Victory’s common stock such that there will be sufficient common stock authorized to allow for the conversion of the outstanding Series B Preferred Stock and other series of Victory Preferred Stock and (such proxy statement, together with any amendments or supplements thereto, ii) the Divestiture (as defined in the Divestiture Agreement) (a “Proxy Statement”). Each ) promptly after the date of Acquiror this Agreement (and in no event later than thirty (30) days after the Company shall Closing) and use its reasonable best efforts to:
(A) obtain and furnish the information required to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared be included by the SEC under in 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 preliminary 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 (including Nasdaq) in connection with the 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 SEC.;
(iiB) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably respond promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the preliminary Proxy Statement;
(C) cause a definitive Proxy Statement (together with any amendments and supplements thereto) to be mailed to its shareholders as soon as reasonably practicable containing all information required under applicable law to be furnished to Victory’s shareholders in connection with the matters to be approved by the shareholders;
(D) promptly amend or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate supplement any information provided by it for use in the response of Acquiror to those comments preliminary or definitive Proxy Statement (including any amendments or supplements thereof) if and to provide comments on the extent that response (to which reasonable and good faith consideration it shall be given), including by participating with the Company have become false or its counsel misleading in any discussions or meetings with the SEC.
(iii) Each of Acquiror material respect and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in take all steps necessary to cause the Proxy Statement willas so amended or supplemented to be filed with the SEC and to be disseminated to Victory’s shareholders, at in each case as and to the extent required by applicable United States federal securities laws; and
(E) cause the preliminary and definitive Proxy Statements, on each relevant filing date, on the date it is first mailed of mailing to the stockholders of Acquiror Victory’s shareholders and at the time of the Special Shareholders’ Meeting, not to 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.
, and cause the Proxy Statement to comply as to form in all material respects with the provisions of the Securities Exchange Act of 1934, as amended (ivthe “Exchange Act”) If at any time prior and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Victory shall have no responsibility with respect to the Closing any information relating supplied by Armacor for inclusion or incorporation by reference in the Proxy Statement. Armacor and its counsel shall be given a reasonable opportunity to Acquiror, review and comment on the Company, preliminary and the definitive Proxy Statement and any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the preliminary or the definitive Proxy Statement, so that as the case may be, each time before any such document would include is filed with the SEC, and Victory shall give reasonable and good faith consideration to any misstatement comments made by Armacor and its counsel.
(ii) Armacor shall use reasonable best efforts to:
(A) cause the information supplied or to be supplied by or on behalf of Armacor in writing expressly for inclusion or incorporation by reference in the Proxy Statement not to contain, on the date of the mailing to Victory’s shareholders and at the time of the Shareholders’ Meeting, 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 which discovers such information shall ; and
(B) promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, inform Victory if at any time prior to the extent Shareholders’ Meeting, any event relating to Victory or any of its affiliates, officers or directors should be discovered by Armacor which is required by Law, disseminated to be set forth in a supplement to the stockholders of AcquirorProxy Statement.
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable after Upon the execution and delivery of this Agreement, (x) Acquiror and the Company TeleBanc shall jointly prepare and Acquiror shall file with the SEC, a proxy statement thereupon cause to be filed with the SEC and sent prepared, as soon as reasonably practical (provided that MET Holdings has given to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 TeleBanc all information concerning itselfMET Holdings which is required for inclusion in the Proxy Statement), its Subsidiariesa Proxy Statement, officers, directors, managers, stockholders, complying in form and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested substance in all material respects with the requirements of applicable Laws for the purpose of soliciting applicable shareholder approvals in connection with herewith and the Dissolution (in the case of MET Holdings).
(b) TeleBanc shall deliver to MET Holdings, reasonably in advance of the time it intends to mail the Proxy Statement, a Current Report on Form 8-K pursuant draft Proxy Statement for review and comment upon all information relating to the Exchange Act MET Holdings that appears 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement. TeleBanc shall cooperate with MET Holdings in responding to and considering any reasonable questions or comments regarding such draft Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after before it is cleared by the SECfinalized and filed, provided that such questions or comments are received on a timely basis so as to permit response or incorporation.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(ivc) If at any time after the Proxy Statement is first mailed to security holders and prior to the Closing Date, any information event relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is MET Holdings should be discovered by the Company or Acquiror, which is required to should be set forth in an amendment of, or a supplement to, the Proxy Statement, MET Holdings shall promptly so inform TeleBanc, and will furnish all necessary information to TeleBanc relating to such event. TeleBanc shall thereupon prepare an amendment to the Proxy Statement, so that mail to security holders, and if appropriate, MET Holdings will take any necessary action as promptly as practicable to permit such document would include any misstatement appropriate amendment to be transmitted to the holders of a material fact or omit MET Holdings 16 Stock entitled to state any material fact necessary to make vote at the statements thereinMET Holdings Shareholders Meeting (as defined in Section 4.3(a) hereof), in light of the circumstances under which they were made, not misleading, the party which discovers and will transmit such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be as promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiroras practical.
Appears in 1 contract
Proxy Statement. (i) As The Company shall, with the assistance of Parent as provided by this Section 6.2, prepare and file with the SEC, as promptly as practicable after the execution date of this Agreement, (x) Acquiror and in any event within 15 Business Days after the date of this Agreement, assuming the Company shall jointly prepare and Acquiror shall file with the SEChas timely received all required information from Parent, a preliminary proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Company in connection with the Stockholders Meeting (such proxy statement, together with any amendments as amended or supplements theretosupplemented, the “Proxy Statement”). Each of Acquiror Parent, Merger Sub and the Company will cooperate with each other in 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 Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the resolve all 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents as promptly as practicable after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) thereof. Each of Acquiror Parent, Merger Sub and the Company shall ensure agrees that none of the information supplied by it or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date that it (and any amendment or supplement thereto) is first mailed published, sent or given to the stockholders of Acquiror and the Company or at the time of the Special Stockholders Meeting, contain contains 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 are made, not misleading.
(iv) If at any time prior misleading and to the Closing correct any information relating provided by it or on its behalf for use in the Proxy Statement which shall have become false or misleading. The Company agrees, as to Acquiroritself and its subsidiaries, that the CompanyProxy Statement will, at the date that it (and any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statementthereto) is first published, so that such document would include any misstatement of a material fact sent or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated given to the stockholders of Acquirorthe Company and at the time of the Stockholders Meeting, comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Unless the Company Board has made a Change of Recommendation in accordance with Section 6.3, the Recommendation shall be included in the Proxy Statement.
Appears in 1 contract
Proxy Statement. (i) As promptly as practicable after Promptly following the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare the Proxy Statement, and, if necessary, the Company shall prepare and Acquiror shall file with the SECSEC the Form S-4, a proxy statement to in which the Proxy Statement would be filed with included. If the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statementForm S-4 is filed, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts as promptly as practicable to have the Proxy Statement cleared by the SEC Form S-4 declared effective under the Exchange Securities Act as promptly as practicablepracticable after such filing. Each of Acquiror and the The Company agrees shall use its best efforts 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case Company's shareholders as promptly after it as practicable or, if the Form S-4 is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by as promptly as practicable after the SEC for Form S-4 is declared effective under the amendment or supplement of Securities Act. If the Proxy Statement or for additional information. To the extent not prohibited by LawS-4 is filed, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made information provided by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate for use in the response of Acquiror to those comments Form S-4, and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf Purchaser in writing specifically for inclusion or incorporation by reference use in the Proxy Statement willForm S-4, shall, at the time the Form S-4 becomes effective and on the date it is first mailed to the stockholders of Acquiror and at the time of the Special MeetingShareholders Meeting referred to above, contain any untrue statement of a be true and correct in all material fact or respects and shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the statements therein, Company and Purchaser each agree to correct any information provided by it for use in light the Proxy Statement or the Form S-4 which shall have become false or misleading. Purchaser and the Company will cooperate with each other in the preparation of the circumstances under which they are madeProxy Statement and the Form S-4 (if one is filed); without limiting the generality of the foregoing, not misleading.
(iv) If at the Company will immediately notify Purchaser of the receipt of any time prior comments from the SEC and any request by the SEC for any amendment to the Closing Proxy Statement or the Form S-4 or for additional information. All filings with the SEC, including the Proxy Statement and the Form S-4 (if filed) and any amendment thereto, and all mailings to the Company's shareholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Purchaser (which approval by Purchaser shall not be unreasonably withheld). Purchaser will furnish to the Company the information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered it required by the Company or Acquiror, which is required Exchange Act and the rules and regulations promulgated thereunder to be set forth in an amendment or supplement to the Proxy Statement. The Company agrees to use its best efforts, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify after consultation with the other parties and an appropriate amendment or supplement describing such information shall be hereto, to respond promptly filed with to any comments made by the SEC and, with respect to the extent required Form S-4 (if filed) or Proxy Statement and any preliminary version thereof filed by Law, disseminated it and cause such Proxy Statement to be mailed to the stockholders of AcquirorCompany's shareholders at the earliest practicable time.
Appears in 1 contract
Proxy Statement. (ia) As promptly as reasonably practicable after (and no later than 30 calendar days) following the execution date of this Agreement, (x) Acquiror and the Company shall jointly (i) prepare and Acquiror shall file with the SEC, SEC a preliminary proxy statement (as amended or supplemented from time to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretotime, the “Proxy Statement”). Each ) to be sent to the stockholders of Acquiror and the Company shall use its reasonable best efforts relating to cause the Proxy Statement special meeting of the Company’s stockholders (such special meeting and any adjournments or postponements thereof, the “Company Stockholders Meeting”) to comply with be held to consider, among other matters, the rules adoption of this Agreement and regulations promulgated by (ii) set a record date for determining the SEC. Acquiror shall use its reasonable best efforts stockholders entitled to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each notice of Acquiror and to vote at the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, Stockholders Meeting 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, commence a Current Report on Form 8-K broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith consistent with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, timing to hold the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) Stockholders Meeting as described in connection with the Transactions (the “Other Documents”)this Section 5.2. Acquiror will cause the Proxy Statement to be mailed to the stockholders Each of Acquiror in each case promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel Parent shall furnish all information concerning itself and its Affiliates that is required to be given a reasonable opportunity to review and comment on included in the Proxy Statement and any Other Document each time before any such document is filed with the SECStatement, and Acquiror shall give reasonable and good faith consideration to any comments made by each of the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure Parent covenants that none of the information supplied or to be supplied by or on its behalf it for inclusion or incorporation by reference in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the stockholders of Acquiror and Company Stockholders or at the time of the Special MeetingCompany Stockholders Meeting 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 are made, not misleading.
. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any (ivwritten or oral) If 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 a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC and disseminating such documents to the Company Stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall give due consideration, in good faith, to including any comments on each such document or response that are reasonably proposed by Parent. If, at any time prior to the Closing Company Stockholders Meeting, any information relating to Acquiror, the Company, Parent or any of the Company’s Subsidiaries, or their respective Affiliates, officers or directors or officers is should be discovered by the Company or Acquiror, which is required to Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would include the Proxy Statement shall not contain any misstatement 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 which Party that discovers such information shall promptly notify the other parties Parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawapplicable Legal Requirements, 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 remedies available hereunder to any Party.
(b) The Company shall, as promptly as reasonably practicable, and in no event later than ten (10) calendar days, after the date on which the Company is informed that the SEC has cleared the Proxy Statement (or, if the SEC does not inform the Company that it intends to review the Proxy Statement on or before the tenth (10th) calendar day following the filing of the preliminary Proxy Statement pursuant to Rule 14a-6 under the Exchange Act, as promptly as practical following such 10th calendar day), (i) mail or cause to be mailed a letter to the holders of Shares, notice of the Company Stockholders Meeting and form of proxy accompanying the Proxy Statement that will be provided to the holders of Shares in connection with the solicitation of proxies for use at the Company Stockholders Meeting and (ii) take all other action necessary under all applicable Legal Requirements, the Certificate of Incorporation, bylaws and the rules of the Nasdaq to duly call, give notice of, convene and hold the Company Stockholders Meeting. The Company shall hold the Company Stockholders Meeting as promptly as reasonably practicable after the date on which the Proxy Statement mailing to stockholders is complete and in any event no later than thirty (30) calendar days after the date of Acquirorsuch completed mailing (or if the Company’s nationally recognized proxy solicitor advises that thirty (30) days from the date of mailing the Proxy Statement is insufficient time to submit and obtain the Company Required Vote, such later date to which Parent consents (such consent not to be unreasonably delayed, conditioned or withheld)). The Company shall not postpone or adjourn the Company Stockholders Meeting. Notwithstanding the immediately preceding sentence, (A) if (1) on a date for which the Company Stockholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Shares to constitute a quorum and to obtain the Company Required Vote, whether or not a quorum is present, or (2) prior to the Company Stockholders Meeting, to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Legal Requirements is provided to the Company Stockholders within the minimum amount of time prior to the Company Stockholders Meeting required by applicable Legal Requirement, the Company shall, after consultation with Parent, have the right to and (B) upon the written direction of Parent, if the Company has not received proxies representing a sufficient number of Shares to constitute a quorum or the Company has not received sufficient affirmative approvals from the Company Stockholders to obtain the Company Required Vote at the then-scheduled date of the Company Stockholders Meeting, whether or not a quorum is present, the Company shall, in either case, make one or more successive postponements or adjournments of the Company Stockholders Meeting; provided, that no (1) postponement or adjournment shall be permitted if it would require a change to the record date for the Company Stockholders Meeting and (2) if requested by Parent, the Company shall effect an adjournment or postponement of the Company Stockholders Meeting under the circumstances contemplated by the above clause (B) for a period of up to ten business days in the aggregate (provided, that Parent shall only make up to two such requests, each for up to ten business days, and no such request for a postponement shall be permitted if it would require a change to the record date for the Company Stockholders Meeting). The Company shall, unless there has been a Company Adverse Change Recommendation in accordance with Section 5.1(b), use its reasonable best efforts to solicit from the Company Stockholders proxies in favor of the Company Required Vote, and to take all other actions necessary or advisable to secure the Company Required Vote. The Company shall, upon the request of Parent, use its commercially reasonable efforts to cause the applicable proxy solicitor of the Company to advise Parent on a reasonable basis as to the aggregate tally of proxies received by the Company with respect to the Company Required Vote and, during the last ten business days prior to the Company Stockholders Meeting shall provide Parent on each day a tally of proxies received by the Company with respect to the Company Stockholders Meeting.
(c) Notwithstanding any Company Adverse Change Recommendation, the Company shall nonetheless submit this Agreement to the holders of Shares for adoption at the Company Stockholders Meeting in accordance with the terms of this Agreement, unless the Agreement has been terminated in accordance with Section 7 prior to the Company Stockholders Meeting.
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with or information statement, as appropriate, of the SEC and sent to the stockholders of Acquiror Company relating to the Special Meeting meeting of the Company's stockholders (such proxy statement, the "Company Stockholders Meeting") to be held to consider adoption of this Agreement (together with any amendments or supplements thereto, the “"Proxy Statement”"). Each of Acquiror and 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 use its reasonable best efforts to cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations promulgated by 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. Acquiror Buyers shall furnish all information concerning Buyers as the Company may reasonably request in connection with such actions and the 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 have the Proxy Statement cleared Registration Statement, if any, declared effective by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror As promptly as practicable after the Registration Statement, if any, is declared effective or, if Buyers and the Company agrees to furnish to determine that a Registration Statement will not be filed, as promptly or practicable after 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 Acquirordate hereof, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) proxy statements and prospectus, if any, included in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to (collectively, the "Proxy Materials") will be mailed to the stockholders of Acquiror the Company; provided, however, that the Proxy Statement shall not be distributed, and no amendment or supplement thereto shall be made by the Company, without the prior consent of Buyers and their counsel.
(b) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of the Company to the stockholders of the Company that they vote in each case favor of the adoption of this Agreement; provided, however, that the Board of Directors of the Company may, at any time prior to the Closing Date, to the extent permitted by Section 5.8, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable Laws after receipt of advice to such effect from independent legal counsel (who may be the Company's regularly engaged independent legal counsel).
(c) No amendment or supplement to the Proxy Statement will be made without the approval of Buyers and the Company, which approval shall not be unreasonably withheld or delayed. Each of Buyers and the Company will advise the other, promptly after it is cleared by the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement Registration Statement, if any, has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order or of any request by the SEC or NASDAQ for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made .
(d) The information supplied by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willshall not, at (i) the date it time the Registration Statement, if any, is declared effective, (ii) the time the Proxy Materials (or any amendment thereof or supplement thereto) are first mailed to the stockholders of Acquiror and at the Company, (iii) the time of the Special Company Stockholders Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or omit fails 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 are made, Proxy Statement not misleading.
(iv) . If at any time prior to the Closing Effective Time any information event or circumstance relating to Acquiror, the Company, Company or any of the Company’s SubsidiariesCompany Subsidiary, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquiror, which is required to that should be set forth in an amendment or a supplement to the Proxy Statement, so that such document would include the Company shall promptly inform Buyers.
(e) The information supplied by Buyers for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement, if any, is declared effective, (ii) the time the Proxy Materials (or any misstatement amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated 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. If, at any time prior to the party which discovers such information Effective Time, any event or circumstance relating to Buyers or Merger Sub, or their respective officers or directors, should be discovered by Buyers that should be set forth in an amendment or a supplement to the Proxy Statement, Buyers shall promptly notify inform the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorCompany.
Appears in 1 contract
Proxy Statement. (ia) As promptly soon as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement (as amended or supplemented from time to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements 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. Each 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 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 Acquiror advisability by the 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 shall furnish all information concerning Holdco, Merger Sub and their respective Affiliates as the Company may reasonably request in connection with the preparation of the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablereasonably practicable after such filing. Each of Acquiror and the The Company agrees will use reasonable best efforts 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case the Company as promptly as reasonably practicable after it the Proxy Statement is cleared by the SEC.
(iib) To The Company shall promptly notify Holdco of (i) the extent not prohibited by Law, Acquiror will advise receipt of any comments from the Company, reasonably promptly after Acquiror receives notice thereof, of SEC and all other written correspondence and oral communications with the time when SEC relating to the Proxy Statement has been cleared or any supplement or amendment has been filed, or of and (ii) any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional information. To the extent not prohibited by Lawinformation with respect thereto and, in each case of clauses (i) and (ii), the Company shall promptly provide Holdco with copies of all correspondence between it and their counsel its Representatives, on the one hand, and the SEC, on the other hand. The Company shall be given a use its reasonable opportunity best efforts to review and comment on respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement. All filings by the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties thereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.any
Appears in 1 contract
Proxy Statement. (i) As promptly as practicable after following the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror Seller shall file with the Securities and Exchange Commission (“SEC, ”) a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting Proxy Statement on Schedule 14A (such proxy statement, together with any all amendments or and supplements thereto, the “Proxy StatementSchedule 14A”)) in order to seek the Seller Shareholders’ Approval. Each of Acquiror and the Company The Seller shall use its reasonable best efforts to cause the Proxy Statement Schedule 14A to comply with the rules and regulations promulgated be disseminated in all material respects as required by the SECapplicable federal securities laws. Acquiror The Seller shall use its reasonable best efforts to cause the Schedule 14A to comply in all material respects with the applicable requirements of federal securities laws. The Seller and Buyer agree to correct promptly any information provided by any of them for use in the Schedule 14A that shall have become false or misleading in any material respect, and the Proxy Statement cleared by Seller further agrees to use its reasonable best efforts to cause the Schedule 14A, as so corrected, to be filed with the SEC under and disseminated to holders of the Exchange Act Seller’s shareholders, in each case in all material respects as required by applicable federal securities laws. Buyer shall promptly as practicable. Each of Acquiror and the Company agrees to furnish to the other party Seller all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary Buyer that is required or advisable or as may be reasonably requested by Seller in connection with the Proxy Statement, a Current Report on Form 8-K pursuant its obligations relating 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company Schedule 14A. The Seller shall give Buyer and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time Schedule 14A before any such document it is filed with the SEC. In addition, and Acquiror shall give reasonable and good faith consideration the Seller agrees to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) provide Buyer and its counsel in writing with any written comments or other communications, whether written or oral, that Acquiror the Seller or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents Schedule 14A promptly after the receipt of those comments or other communications and such comments, (ii) use reasonable best efforts to provide Buyer and its counsel a reasonably detailed description of any oral comments the Seller or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14A promptly after the receipt of such comments, and (iii) unless the Seller has exercised its rights under Section 5.06(c), provide Buyer and its counsel reasonable opportunity to participate in review and comment on any written or oral response to such comments or any proposed amendment to the response of Acquiror Schedule 14A prior to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings filing thereof with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 1 contract
Sources: Asset Purchase Agreement (Vapor Hub International Inc.)
Proxy Statement. (i) As promptly as practicable after Subject to the execution terms and conditions of this Agreement, (x) Acquiror and as promptly as reasonably practicable after the date hereof, the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a proxy statement to be filed with the SEC and sent to the stockholders holders of Acquiror relating to shares of Company Common Stock in connection with the Special Company Stockholders’ Meeting (such proxy statement, together with any amendments thereof or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall The Company, after consultation with Parent, will use its reasonable best efforts to cause respond promptly to any comments made by the SEC with respect to the Proxy Statement. Without limiting the generality of the foregoing, (a) prior to filing the Proxy Statement to comply (or any amendment or supplement thereto) with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts SEC or responding to have the Proxy Statement cleared by any comments of 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 Acquirorrespect thereto, the Company or the Company’s Subsidiaries to any regulatory authority shall (including Nasdaqi) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given give Parent a reasonable opportunity to review and comment on such document or response and (ii) include in such document or response comments reasonably proposed by Parent, and (b) Parent and Merger Sub shall furnish all information relating to Parent, Merger Sub and their respective Affiliates as the Company may reasonably request (or as may be required to be included in the Proxy Statement) in connection with such actions and the preparation of the Proxy Statement. Subject to the terms and conditions of this Agreement and applicable Law, as promptly as reasonably practicable after the clearance of the Proxy Statement by the SEC (but in any event within ten Business Days thereafter), the Company shall mail the Proxy Statement to the holders of shares of Company Common Stock (provided that such ten Business Day period shall be tolled during (a) the pendency of any Order that prohibits the mailing of the Proxy Statement in the form cleared by the SEC or otherwise or the calling or holding of the Company Stockholder’s Meeting, (b) any period during which the Company reasonably and in good faith determines that distributing the Proxy Statement would violate Rule 14a-9 promulgated under the Exchange Act due to material misstatements or omissions contained therein, and (c) any Other Document each time before any such document is filed with period required for the revision or amendment and resubmission of the Proxy Statement to the SEC, and Acquiror the subsequent clearance thereof by the SEC, in compliance with any Order or the settlement of any stockholder litigation relating to this Agreement or the transactions contemplated hereby (any such period in clause (a), (b) or (c), a “Tolling Period”)). Subject to and without limiting the rights of the Company Board pursuant to Section 6.4.2, the Proxy Statement shall give reasonable include the Company Recommendation. The Company will advise Parent, as promptly as reasonably practicable, after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and good faith consideration responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any information, event or circumstance relating to any comments made Party hereto, or their respective officers, directors, Affiliates or Representatives, should be discovered by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments Party hereto which should be set forth in an amendment or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect a supplement to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on so that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special Meeting, does not 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers Party discovering such information information, event or circumstance shall promptly notify inform the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information, event or circumstance shall be promptly prepared and filed by the Company with the SEC and, if required, disseminated to the stockholders holders of Acquirorshares of Company Common Stock.
Appears in 1 contract
Sources: Merger Agreement (Guitar Center Inc)
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror Zanite, Embraer, EAH and the Company shall jointly prepare use reasonable best efforts to prepare, and Acquiror Zanite shall file use reasonable best efforts to file, or cause to be filed, with the SEC, a proxy statement to be filed with the SEC and and, once the SEC confirms it has no further comments on the filing, sent to the stockholders of Acquiror relating Zanite Stockholders for the matters to be acted upon at the Special Zanite Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company Party shall use its reasonable best efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to have the Proxy Statement declared effective under the Securities Act as promptly as practicable after such filing, and to keep the Proxy Statement effective as long as is necessary to consummate the Transactions. Acquiror shall Zanite also agrees to use its reasonable best efforts to have obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Proxy Statement cleared by Transactions, and the SEC under Embraer, EAH or the Exchange Act as promptly as practicable. Each of Acquiror Company shall furnish all information concerning EAH and the Company and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each Party agrees to furnish to the other party Parties 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 current report on Form 8-K pursuant to the Exchange Act in connection with the Transactionstransactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of AcquirorZanite, Embraer, EAH, the Company or the Company’s their respective Subsidiaries to any regulatory authority (including Nasdaqthe Approved Stock Exchange) in connection with the Equity Exchange and the other Transactions (the “Other Documents”)contemplated hereby. Acquiror Zanite will cause the Proxy Statement to be mailed to the stockholders Zanite Stockholders promptly (and in any event, within seven (7) Business Days) after the filing of Acquiror in each case promptly after it is cleared by the Proxy Statement with the SEC.
(ii) To the extent not prohibited by LawNo filing of, Acquiror will advise the Companyor amendment or supplement to, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request will be made by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given Zanite without providing Embraer with a reasonable opportunity to review and comment on the Proxy Statement thereon and any Other Document each time before any such document is filed with the SEC, and Acquiror Zanite shall give reasonable and good faith consideration to any comments made by the Company Embraer and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) Embraer will be given a reasonable opportunity to participate in the response of Acquiror to those any SEC comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company Zanite or its counsel in any discussions or meetings with the SEC. Zanite shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, Zanite’s Organizational Documents, and this Agreement in the preparation, filing and distribution of the Proxy Statement, any solicitation of proxies thereunder, the calling and holding of the Zanite Stockholders’ Meeting and the Zanite Share Redemption.
(iii) Each of Acquiror Zanite, Embraer, EAH and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror Zanite Stockholders and at the time of the Special Zanite 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 are made, not misleading.
(iv) If at any time prior to the Closing Date, any information relating to AcquirorZanite, Embraer, EAH, the Company, Company or any of the Company’s their respective Subsidiaries, or their respective Affiliates, directors or officers is discovered by Zanite, Embraer, EAH or the Company or AcquirorCompany, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders Zanite Stockholders.
(v) Zanite shall provide Embraer with copies of Acquirorany written comments, and shall inform Embraer of any oral comments, that Zanite receives from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments.
(vi) Without limiting the generality of the foregoing, each of Zanite, Embraer, EAH and the Company shall cooperate with each other in the preparation of each of the Proxy Statement, and each of Embraer, EAH and the Company shall furnish Zanite with all information concerning it and its affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement, including, without limitation, if the anticipated effective date of the Proxy Statement is after February 14, 2022, each of Zanite and the Company shall use their respective reasonable best efforts to deliver to each other, as soon as reasonably practicable following February 14, 2022, the audited consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of Zanite and the Company and its Subsidiaries, respectively, as of and for the year ended December 31, 2021, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant.
Appears in 1 contract
Sources: Business Combination Agreement (Zanite Acquisition Corp.)
Proxy Statement. (ia) As promptly as practicable after the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and, after consultation with, and approval by, the Parent Entities (which shall not be unreasonably withheld or delayed), file the preliminary Proxy Statement with the SEC. Each of Acquiror and the The Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement with the SEC no later than twenty (20) Business Days after the date of this Agreement. The Company shall use reasonable best efforts to cause (i) obtain and furnish the Proxy Statement information required to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared be included 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 and respond, after consultation with the Parent Entities, promptly to any comments made by the SEC with respect to the Exchange Act in connection with Proxy Statement; and (ii) promptly upon the Transactionsearlier 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, 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the definitive Proxy Statement to be mailed to the Company's stockholders of Acquiror and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in each case promptly after it is cleared connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by the SEC.
(ii) To Company without affording the extent not prohibited Parent Entities a reasonable opportunity for consultation and review, and the Company shall consider in good faith any comments on such materials reasonably proposed by Law, Acquiror the Parent Entities. The Company will advise promptly notify the Company, reasonably promptly after Acquiror receives notice thereof, Parent Entities of the time when receipt of comments from the Proxy Statement has been cleared or any supplement or amendment has been filed, or SEC and of any request by from the SEC for amendments or supplements to the amendment preliminary Proxy Statement or supplement of the definitive Proxy Statement or for additional information, and will promptly supply the Parent Entities 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 the preliminary Proxy Statement, the definitive Proxy Statement, the Mergers or any of the other transactions contemplated by this Agreement. To Prior to responding to any comments of the extent not prohibited by LawSEC or members of its staff, the Company and their counsel shall be given provide the Parent Entities with a reasonable opportunity to consult and review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none consider in good faith any comments on such response reasonably proposed by the Parent Entities. The Parent Entities, Merger Sub I and Merger Sub II will cooperate with the Company in connection with the preparation of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement willStatement, at the date it is first mailed including promptly furnishing to the stockholders of Acquiror Company any and at all information regarding the time of the Special MeetingParent Entities, contain any untrue statement of a material fact or omit to state any material fact Merger Sub I and Merger Sub II and their respective affiliates as may be required to be stated therein or necessary disclosed therein. The Proxy Statement shall contain the Company Recommendation, except to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in order to make the statements therein, in light of the circumstances under which they are made, not misleadingaccordance with Section 5.6.
(ivb) If at any time prior to the Closing Company Shareholders' Meeting any information event or circumstance relating to Acquiror, the Company, Company or the Parent Entities or any of the Company’s their respective Subsidiaries, or their respective Affiliatesofficers or directors, directors or officers is should be discovered by the Company or Acquirorthe Parent Entities, which is required as the case may be, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Company or the Parent Entities, as the case may be, shall promptly notify inform the other parties party hereto, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders Company's stockholders. All documents that the Company is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of Acquirorthe Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable after Promptly following the execution date of this Agreement, (x) Acquiror the Company and AFI shall prepare, and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting adoption of this Agreement by the Company’s stockholders (such proxy statement, together with any amendments as amended or supplements theretosupplemented from time to time, the “Proxy Statement”). Each of Acquiror AFI and the Company shall use its reasonable best efforts to cause cooperate with one another in connection with the preparation of the Proxy Statement to comply and shall furnish all information concerning such party as any other party may reasonably request in connection with the rules preparation of the Proxy Statement. AFI and regulations promulgated by the SEC. Acquiror Company shall each use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicablepracticable after such filing. Each of Acquiror and the The Company agrees will use reasonable best efforts 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the Company’s stockholders of Acquiror in each case as promptly as practicable after it the Proxy Statement is cleared by the SEC.
(b) Each of AFI and the Company shall as promptly as practicable notify the other of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement, (ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the any amendment or supplement of to the Proxy Statement or for additional informationinformation with respect thereto and (iii) any orders relating to the Proxy Statement. To the extent not prohibited All filings by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any Other Document each time before any such document is filed amendment or supplement thereto, shall be subject to the prior review and consent of AFI (which consent shall not unreasonably be withheld), and all mailings to the Company’s stockholders in connection with the SEC, Merger and Acquiror transactions contemplated by this Agreement shall give reasonable be subject to the prior review and good faith consideration to any comments made consent of AFI (which consent shall not unreasonably be withheld). All filings by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel AFI with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff in connection with respect the transactions contemplated hereby shall be subject to the Proxy Statement or Other Documents promptly after receipt prior review and comment of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECCompany.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(ivc) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, AFI, or Merger Sub, or any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers officers, is discovered by the Company Company, AFI, or Acquiror, Merger Sub which is required to should be set forth in an amendment or supplement to the Proxy Statement, so that such document the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of Acquirorthe Company.
Appears in 1 contract
Sources: Merger Agreement (Mony Group Inc)
Proxy Statement. (a) If the Company Stockholder Approval is required by applicable Law to consummate the Merger, as soon as practicable following the Offer Closing, the Company shall (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement to be filed Proxy Statement with the SEC and sent to under the stockholders of Acquiror relating to the Special Meeting Exchange Act, (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and the Company shall ii) use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under as soon as practicable; (iii) use its commercially reasonable efforts to mail to the Exchange Act holders of shares of Company Common Stock a Proxy Statement as promptly as practicablepracticable 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 (iii) otherwise comply in all material respects with all legal requirements applicable to the Stockholders Meeting. Each of Acquiror and Subject to applicable Laws, the Company agrees and Parent (with respect to itself and Merger Sub) shall each (i) upon request by the other, furnish to the other party with all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, officers and other equityholders stockholders 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 ; and (ii) otherwise cooperate with the Transactions, or other in the preparation of the Proxy Statement. The Company shall notify Parent promptly of the receipt of any other statement, filing, notice or application made by or on behalf comments of Acquiror, the Company SEC or the Company’s Subsidiaries SEC Staff with respect to any regulatory authority (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or and of any request by the SEC or the SEC Staff for the any amendment or supplement of the Proxy Statement thereto or for additional information. To information and shall provide as soon as reasonably practicable to Parent copies of all correspondence between the extent not prohibited by Law, Company or any Representative of the Company and their the SEC or the SEC Staff with respect thereto. The Company shall give Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any prior to such document is documents being filed with the SEC, SEC or disseminated to holders of shares of Company Common Stock and Acquiror shall give reasonable and good faith consideration to any comments made by the Company Parent and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the response SEC. Each of Acquiror the Company, Parent and Merger Sub agrees to those 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 the SEC Staff and to provide comments on that response (cause the Proxy Statement and all required amendments and supplements thereto to which reasonable and good faith consideration shall be given), including by participating with mailed to the holders of shares of Company or its counsel in any discussions or meetings with Common Stock entitled to vote at the SECStockholders Meeting at the earliest practicable time.
(iiib) Each of Acquiror and the The Company shall use its commercially reasonable efforts to ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will(i) will not, at on the date it is first mailed to the stockholders of Acquiror the Company and at the time of the Special 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 are made, not misleading.
misleading and (ivii) If at any time prior will comply as to form in all material respects with the Closing any information relating to Acquirorapplicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company, any Company assumes no responsibility with respect to information supplied in writing by or on behalf of the Company’s Subsidiaries, Parent or their respective Affiliates, directors Merger Sub for inclusion or officers is discovered incorporation by the Company or Acquiror, which is required to be set forth reference in an amendment or supplement to the Proxy Statement. Parent shall use its commercially reasonable efforts to ensure that the information supplied by Parent in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, so that such document would include on the date it is first mailed to stockholders of the Company and at the time of the Stockholders Meeting, contain any misstatement 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, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 1 contract
Proxy Statement. (a) Following the Effective Time, Parent shall:
(i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a SEC as soon as is reasonably practicable proxy statement to be filed with the SEC and sent to the stockholders materials of Acquiror relating to the Special Meeting Parent (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and ) under the Company shall Exchange Act with respect to the Parent Stockholder Meeting;
(ii) use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have have, as promptly as is reasonably practicable, the Proxy Statement 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 Act;
(including Nasdaqiii) in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as is reasonably practicable after the stockholders of Acquiror in each case promptly after it Proxy Statement is cleared by the SECSEC under the Exchange Act;
(iv) take all such action as shall be required under applicable state blue sky or securities laws in connection with the transactions contemplated by this Agreement, including the Parent Stock Issuance and Parent Stock Issuance Conversion; and
(v) use commercially reasonable efforts to (x) cause the shares of Parent Common Stock to be issued pursuant to the Parent Stock Issuance Conversion to be approved for listing on the NYSE American, subject to official notice of issuance, and (y) receive all necessary approval for the Merger and the other transactions contemplated by this Agreement under Section 341 of the NYSE American Company Guide.
(iib) To If either Parent or the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, Company becomes aware of the time when any information that should be disclosed in an amendment or supplement to the Proxy Statement has been cleared or any supplement or amendment has been filedunder Section 7.4(a), or of any request by such party shall (i) promptly inform the SEC for other party thereof, (ii) provide the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company other party (and their counsel shall be given its counsel) with a reasonable opportunity to review and comment on the amendment or supplement to the Proxy Statement and any Other Document each time before any prior to it being filed with the SEC, (iii) provide the other party with a copy of such document amendment or supplement promptly after it is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquirorcooperate, the Companyif appropriate, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an mailing such amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of AcquirorParent.
Appears in 1 contract
Sources: Merger Agreement (Glowpoint, Inc.)
Proxy Statement. (ia) As promptly as reasonably practicable after following the execution of this Agreementdate hereof, (x) Acquiror Argon and the Company Sensytech shall jointly prepare cooperate in preparing and Acquiror shall file with the SEC, a proxy statement cause to be filed with the SEC and sent to mutually acceptable proxy materials which shall constitute the stockholders of Acquiror proxy statement/ prospectus relating to the Special matters to be submitted to the Sensytech stockholders at the Sensytech Stockholders Meeting and to the Argon stockholders at the Argon Stockholders Meeting (such joint proxy statementstatement/ prospectus, together with and any amendments or supplements thereto, the “Joint Proxy StatementStatement/ Prospectus”), and Sensytech shall prepare and file with the SEC a registration statement on Form S-4 (of which the Joint Proxy Statement/ Prospectus shall be a part) with respect to the issuance of Sensytech Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Form S-4”). Each of Acquiror Sensytech and Argon shall use reasonable best efforts to have the Joint Proxy Statement/ Prospectus cleared by the SEC and the Company Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Sensytech and Argon shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement/ Prospectus or Form S-4 received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/ Prospectus and the Form S-▇ prior to filing such with the SEC, and each party will provide the other party with a copy of all such filings made with the SEC. Sensytech shall use its reasonable best efforts to cause the Proxy Statement take any action required to comply be taken under any applicable state securities laws in connection with the rules Merger and regulations promulgated by the SEC. Acquiror each party shall use its reasonable best efforts to have the Proxy Statement 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, it and the holders of its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or capital stock as may be reasonably requested in connection with any such action. Each party will advise the Proxy Statementother party, 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement Form S-4 has been cleared become effective, the issuance of any stop order, the suspension of the qualification of the Sensytech Common Stock issuable in connection with the Merger for offering or sale in any supplement or amendment has been filedjurisdiction, or of any request by the SEC for the amendment or supplement of the Joint Proxy Statement Statement/ Prospectus or for additional informationthe Form S-4. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing Effective Time any information relating to Acquiror, the Company, any either of the Company’s Subsidiariesparties, or their respective Affiliatesaffiliates, directors officers or officers is directors, should be discovered by the Company or Acquiror, either party which is required to should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, Statement/ Prospectus so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, and disseminated to the stockholders of AcquirorSensytech and Argon.
(b) None of the information to be supplied by Sensytech for inclusion or incorporation by reference in the Joint Proxy Statement/ Prospectus or any amendment or supplement thereto shall, at the date the Joint Proxy Statement/ Prospectus or any such amendment or supplement is first mailed to Sensytech’s stockholders or at the time of the Sensytech Stockholders’ Approval contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information to be supplied by Sensytech for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading. This Section 6.8(b) shall not apply to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/ Prospectus or any amendment or supplement thereto based on information that was not supplied by Sensytech or its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement/ Prospectus or the Form S-4. The Joint Proxy Statement/ Prospectus shall comply as to form in all material respects with the requirements of the Exchange Act.
(c) None of the information supplied or to be supplied by Argon for inclusion or incorporation by reference in the Joint Proxy Statement/ Prospectus or any amendment or supplement thereto shall, at the date the Joint Proxy Statement/ Prospectus or any such amendment or supplement is first mailed to Argon’s stockholders or at the time of the Argon Stockholders’ Approval contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Argon for inclusion or incorporation by reference in the Form S-4 or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading. This Section 6.8(c) shall not apply to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/ Prospectus based on information that was not supplied by Argon or its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement/ Prospectus or the Form S-4.
Appears in 1 contract
Sources: Merger Agreement (Sensytech Inc)
Proxy Statement. (ia) As promptly soon as reasonably practicable (and in no event later than forty (40) days after the execution of this Agreementdate hereof), (x) Acquiror and the Company shall jointly prepare and Acquiror shall file the Proxy Statement in preliminary form with the SEC, ; provided that the Company shall provide the Purchaser and its counsel a proxy statement reasonable opportunity to be filed with review the SEC Company’s proposed preliminary Proxy Statement in advance of filing and sent consider in good faith any comments reasonably proposed by Purchaser and its counsel. Subject to the stockholders of Acquiror relating to the Special Meeting (such proxy statement, together with any amendments or supplements theretoSection 4.1, the “Proxy Statement”)Statement shall include (and shall not subsequently withdraw or modify) the Company Board Recommendation. Each of Acquiror and the The Company shall use its reasonable best efforts to cause the Proxy Statement to comply with be mailed to its stockholders as promptly as practicable following clearance of the rules and regulations promulgated Proxy Statement by the SEC. Acquiror The Purchaser shall use its reasonable best efforts to have the Proxy Statement 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 Company all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters the Purchaser as may be reasonably necessary or advisable or as may be reasonably requested required by the Company 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 . Each of Acquiror, the Company or and the Company’s Subsidiaries to Purchaser shall promptly correct any regulatory authority (including Nasdaq) information provided by it for use in connection with the Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed if and to the stockholders of Acquiror extent that such information shall have become false or misleading in each case promptly after it is cleared by any material respect, and the SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment Company shall take all steps necessary to amend or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is to cause the Proxy Statement, as so amended or supplemented, to be filed with the SECSEC and mailed to its stockholders, in each case as and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited required by applicable Law, Acquiror . The Company shall provide the Company and their counsel with (i) any comments or other communicationsas promptly as practicable after receipt thereof, whether written or oral, that Acquiror or provide the Purchaser and its counsel may receive from time to time from with copies of any written comments, and advise the SEC or Purchaser and its staff counsel of any oral comments, with respect to the Proxy Statement (or Other Documents promptly after receipt any amendment or supplement thereto) received from the SEC or its staff, (ii) provide the Purchaser and its counsel a reasonable opportunity to review the Company’s proposed response to such comments and (iii) consider in good faith any comments reasonably proposed by the Purchaser and its counsel.
(b) In addition to the proposals required to effect the Contemplated Transactions, the Proxy Statement shall include (i) a proposal to approve a reverse stock split of those comments or other communications the issued and outstanding shares of Common Stock of the Company (the “Reverse Stock Split Proposal”), such split to combine a number of outstanding shares of Common Stock at a ratio of between 1-for-2 and 1-for-15, such number consisting of only whole shares, into one (1) share of Common Stock, provided that such reverse stock split, if approved by the stockholders of the Company (such approval, the “Reverse Stock Split Approval”), shall be subject to the discretion of the Board of Directors and may be effected within one (1) year of obtaining such Reverse Stock Split Approval and would require an amendment to the Certificate of Incorporation in the form attached hereto as Exhibit C; and (ii) a reasonable opportunity proposal to participate approve an amendment to the Certificate of Incorporation in the response of Acquiror to those comments and to provide comments on that response form attached hereto as Exhibit D (to which reasonable and good faith consideration such approval, the “Charter Amendment Approval”). Neither the Reverse Stock Split Approval nor the Charter Amendment Approval shall be given), including by participating with the Company or its counsel in deemed as a condition to any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none obligation of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 Purchaser under which they are made, not misleadingthis Agreement.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 1 contract
Proxy Statement. (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror the Company, in cooperation with Parent, shall prepare and file with the SEC the Proxy Statement and the Schedule 13E-3. Subject to Section 6.1(c), the Company, acting through the Company Board, shall include in the Proxy Statement and the Schedule 13E-3 the recommendation of the Special Committee and the Company shall jointly prepare and Acquiror shall file with Board that the SEC, a proxy statement to be filed with shareholders of the SEC and sent to Company vote in favor of the stockholders of Acquiror relating to the Special Meeting Company Voting Proposal (such proxy statement, together with any amendments or supplements thereto, the “Proxy StatementCompany Recommendation”). Each of Acquiror and the The Company shall use its reasonable best efforts respond to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by any comments of the SEC under the Exchange Act as promptly as practicable. Each of Acquiror or its staff 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will shall cause the Proxy Statement to be mailed to its shareholders at the stockholders earliest practicable time after the resolution of Acquiror in each case any such comments. The Company shall notify Parent promptly after it is cleared by upon the SEC.
(ii) To receipt of any comments from the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared SEC or its staff or any supplement or amendment has been filed, or other government officials and of any request by the SEC or its staff or any other government officials for the amendment amendments or supplement of supplements to the Proxy Statement or for additional information. To the extent not prohibited by Law, Schedule 13E-3 and shall supply Parent with copies of all correspondence between the Company and their counsel shall be given a reasonable opportunity to review and comment or any of its representatives, on the Proxy Statement one hand, and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or Other Documents promptly after receipt of those comments Schedule 13E-3. The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other communications and (ii) a reasonable opportunity regulatory authorities under this Section 6.2 to participate comply in the response all material respects with all applicable requirements of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror law and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror rules and at the time of the Special Meeting, contain regulations promulgated thereunder. Whenever 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.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, event occurs which is required to be set forth in an amendment or supplement to the Proxy StatementStatement or the Schedule 13E-3, so that such document would include any misstatement of a material fact Parent or omit to state any material fact necessary to make the statements thereinCompany, in light of as the circumstances under which they were madecase may be, not misleading, the party which discovers such information shall promptly notify inform the other parties of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in filing with the SEC andor its staff or any other government officials, and/or mailing to shareholders of the extent required by LawCompany, disseminated such amendment or supplement. Notwithstanding the foregoing, the Company shall not file with the SEC or mail to its shareholders the stockholders of AcquirorProxy Statement, the Schedule 13E-3, any amendment thereto, any other soliciting material or any such other documents without Parent’s prior approval.
Appears in 1 contract
Proxy Statement. (ia) As promptly as reasonably practicable following the date of this Agreement but not later than thirty (30) calendar days after the execution of this AgreementInitial Closing Date, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, Commission a proxy statement to be filed with the SEC and sent to the stockholders of Acquiror the Company relating to a stockholders’ meeting in connection with the Special Meeting issuance of shares of Common Stock (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) pursuant to the Transaction Documents and the approval of all terms and conditions of the Transaction Documents necessary for the effectuation of the Offering, including, without limitation, the amendment to the Company’s Certificate of Designations governing the Series F Convertible Preferred Stock required pursuant to the Consent, Waiver and Amendment Agreement, and any such other matters requiring shareholder approval under the rules and regulations of the NASDAQ Capital Market (collectively, the “Stockholder Approval”). Each of Acquiror and the The Company shall use its commercially reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared approved by the SEC under the Exchange Act Commission for transmission to Company shareholders as promptly as practicable. Each of Acquiror practicable after such filing, and the Company agrees shall thereafter use its commercially reasonable efforts 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 (including Nasdaq) in connection with the Transactions (the “Other Documents”). Acquiror will cause promptly thereafter mail the Proxy Statement to be mailed to the stockholders holders of Acquiror in each case of the Company’s stockholders. The Company shall as promptly after it is cleared by as reasonably practicable notify the SECPurchasers of the receipt of any oral or written comments from the staff of the Commission on the Proxy Statement.
(iib) To the extent not prohibited by LawThe Company agrees, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity as to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company itself and its counsel. To the extent not prohibited by LawSubsidiaries, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied or to be supplied by it or on its behalf Subsidiaries for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date it is first mailed of mailing to the its stockholders of Acquiror and at the time of the Special Meetingstockholder meeting, or any adjournment or postponement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Securities Act.
(c) Purchasers and their respective counsels shall be given a reasonable opportunity to review and comment upon the Proxy Statement prior to the filing thereof with the Commission, and shall provide any comments thereon as soon as reasonably practicable. The Company will promptly notify Purchasers upon communication from the Commission that the Commission has cleared the Proxy Statement for distribution to the Company’s shareholders.
(d) Subject to Section 4.26(e), the party which discovers Company shall take all action necessary in accordance with the DGCL and the Company’s articles of incorporation and bylaws to set the record date for determining the Company’s stockholders entitled to attend a meeting of the Company’s stockholders, and duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement is cleared by the Commission for the purpose of obtaining the Stockholder Approval (such information shall promptly notify meeting or any adjournment or postponement thereof, the “Stockholder Meeting”) and use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement, the other parties Transaction Documents and an appropriate amendment the transactions contemplated hereby and thereby and include its recommendation in favor of approval in the Proxy Statement. The Company will not withdraw or supplement describing such information modify the positive recommendation without good cause.
(e) Notwithstanding Section 4.26 (a), (b), (c) or (d), if on a date for which the Stockholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of the Common Stock to obtain the Stockholder Approval, whether or not a quorum is present, the Company shall have the right to postpone or adjourn the Stockholders Meeting to a date which shall not be promptly filed with more than forty-five (45) days after the SEC andoriginal date of the Stockholder Meeting. If the Company continues not to receive proxies representing a sufficient number of shares of Common Stock to obtain the Stockholder Approval vote, whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Stockholder Meeting as long as the date of the Stockholder Meeting is not postponed or adjourned without the consent of the Majority in Interest no later than one hundred and eighty (180) days after the Initial Closing Date. The Stockholder Approval will not be deemed to have been obtained unless it is obtained not later than one hundred and eighty (180) calendar days after the extent required by Law, disseminated to the stockholders of AcquirorInitial Closing Date.
Appears in 1 contract
Sources: Securities Purchase Agreement (Echo Therapeutics, Inc.)
Proxy Statement. (ia) As Subject to Parent’s timely performance of its obligations under Section 6.04(b), as promptly as reasonably practicable after following the execution date of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a proxy statement cause to be filed with the SEC and sent to a proxy statement in preliminary form, as required by the stockholders of Acquiror Exchange Act, relating to the Special Company Stockholder Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Each of Acquiror and ; provided, that in no event shall the Company shall use its reasonable best efforts be required to cause file with the SEC the Proxy Statement prior to comply with the rules No-Shop Period Start Date (or if applicable, the Cut-Off Time). Except as contemplated by Section 6.02(d) and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have Section 6.02(e), the Proxy Statement cleared by shall include the Company Board Recommendation with respect to the Merger. The Company shall promptly notify Parent upon the receipt of any comments from the SEC under (or the Exchange Act as promptly as practicable. Each staff of Acquiror and the Company agrees SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements 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 and shall provide Parent with the Transactions, or any other statement, filing, notice or application made by or on behalf copies of Acquiror, the Company or the Company’s Subsidiaries to any regulatory authority (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by all correspondence between the Company and its counselRepresentatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. To Each of the extent not prohibited by Law, Acquiror parties hereto shall provide the Company and use their counsel with (i) commercially reasonable efforts to respond as promptly as reasonably practicable to any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC (or its the staff of the SEC) with respect to the Proxy Statement or Other Documents promptly after receipt and to resolve such comments with the SEC. The Company shall (i) use its commercially reasonable efforts so that the Proxy Statement will comply as to form in all material respects with the provisions of those comments or other communications the Exchange Act and the rules and regulations promulgated thereunder and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf it for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to time of filing of the stockholders of Acquiror and Proxy Statement or any amendments or supplements thereto, or at the time of the Special Company Stockholder 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 are made, not false or misleading, and shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement, which confirmation will be deemed to have occurred if the SEC has not affirmatively notified the Company prior to the tenth (10th) day after the filing of the Proxy Statement that the SEC will be reviewing the Proxy Statement; provided, however, that the Company shall not be obligated to establish a meeting date and mail the definitive Proxy Statement to the Company’s stockholders prior to the date that is five (5) Business Days after the No-Shop Period Start Date (or, if applicable, the Cut-Off Time). Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response to the extent permitted by Applicable Law (and the Company shall consider incorporating such comments in good faith).
(ivb) If at any time prior Parent shall, as promptly as reasonably practicable, furnish to the Closing any Company all information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or concerning Parent and Merger Sub and their respective Affiliates, directors or officers is discovered Affiliates as may be reasonably required by the Company or Acquiror, which is required Exchange Act and the rules and regulations promulgated thereunder to be set forth in an amendment or supplement to the Proxy Statement, so and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of comments from the SEC (or the staff of the SEC). Parent will, upon reasonable request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub or their respective Affiliates supplied by it for inclusion in the Proxy Statement, such that at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Stockholder Meeting, such document would include information shall not contain any misstatement 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.
(c) In accordance with the Company’s organizational documents, the Company shall use reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(c) and the timing contemplated in Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date established for the Company Stockholder Meeting a Proxy Statement (such date, the “Proxy Date”). The Company shall use reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that (A) the Company Stockholder Meeting shall in no event be scheduled later than the thirty-fifth (35th) day following the first mailing of the Proxy Statement to the Company’s stockholders, in either case, without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and (B) the Company may (and, solely with respect to the following clause (iii), if requested by Parent (which request shall be made on no more than two occasions and for no more than fifteen (15) days in total) shall) postpone for a reasonable period of time, recess or adjourn the Company Stockholder Meeting: (i) with the consent of Parent, (ii) for the absence of a quorum (provided that the length of any postponement due to the absence of a quorum shall not exceed fifteen (15) days in total), (iii) to solicit additional proxies for the purpose of obtaining the Required Company Stockholder Approval (it being understood that the Company may not postpone, recess or adjourn the Company Stockholders’ Meeting more than two (2) times pursuant to either the preceding clause (ii) or this clause (iii) without Parent’s prior written consent) or (iv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure to the Proxy Statement which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws or fiduciary duty and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. Unless the Company Board shall have effected an Adverse Recommendation Change, the Company shall use its reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and to obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement is validly terminated pursuant to Section 8.01.
(d) 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, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party which discovers such information shall promptly notify inform the other parties others. Each of Parent, Merger Sub and an appropriate amendment the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquirormisleading.
Appears in 1 contract
Proxy Statement. (i) As promptly soon as practicable after following the execution of this Agreement, (x) Acquiror the Company shall prepare and file with the SEC the Proxy Statement with respect to the Company Shareholders Meeting, and use its reasonable good faith efforts to have a Proxy Statement cleared by the SEC and mailed to the Company's shareholders. Holdings and Merger Sub and the Company shall jointly prepare cooperate with each other in the preparation of the Proxy Statement. The Proxy Statement (i) shall contain (A) subject to the fiduciary duties of the Company Board, statements of the Company Board that it has (x) determined that this Agreement and Acquiror the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the shareholders of the Company, (y) declared the Merger and this Agreement to be advisable and (z) recommended unanimously that the shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and (B) the written opinion of U.S. Bancorp Pipe▇ ▇▇▇▇▇▇▇ ▇▇▇ (ii) shall file comply as to form and content in all material respects with the applicable provisions of the federal securities laws. Holdings and its counsel shall be given an opportunity to review and comment upon the Proxy Statement and any amendment or supplement thereto prior to the filing thereof with the SEC, a proxy statement and the Company shall consider any such comments in good faith. The Company agrees to provide to Holdings and its counsel any comments which the Company or its counsel may receive from the staff of the SEC with respect to the Proxy Statement promptly after receipt thereof. Holdings and Merger Sub will promptly supply to the Company in writing, for inclusion in the Proxy Statement, all information concerning Holdings and Merger Sub required by law, rule or regulation to be included in the Proxy Statement. The Company, Holdings and Merger Sub agree to promptly correct any information provided by any of them for use in the Proxy Statement which shall have become false or misleading in any respect, and the Company further agrees to take all steps reasonably necessary to cause such Proxy Statement as so corrected to be filed with the SEC and sent disseminated to the stockholders of Acquiror relating Company's shareholders, in each case as and to the Special Meeting (such proxy statementextent required by the applicable provisions of the federal securities laws. The Company agrees to use its reasonable best efforts, together after consultation with any amendments or supplements theretothe other parties hereto, the “Proxy Statement”). Each and each of Acquiror Holdings and the Company shall Merger Sub agree to use its reasonable best efforts to cause promptly provide the Company with any information necessary to respond promptly to any comments made by the Commission with respect to the Proxy Statement to comply with and any preliminary version thereto or amendment thereof, filed by it, and each of the rules Company, Holdings and regulations promulgated by the SEC. Acquiror Merger Sub shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, 's shareholders at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleadingearliest practicable time.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.
Appears in 1 contract
Proxy Statement. If approval of ▇▇▇▇▇▇▇’s stockholders is required under law in order to consummate the Merger (i.e., consummation other than a short-form merger pursuant to Section 253 of the DGCL), Barrier will, as promptly as practicable following the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, a SEC Barrier’s proxy statement to be filed with the SEC and sent to the stockholders of Acquiror relating to the Special Meeting Merger and the other transactions contemplated by the Merger Agreement; (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such proxy statementfilings and provide copies of such comments to Purchaser promptly upon receipt; (iii) as promptly as reasonably practicable, together with prepare and file (after Purchaser has had a reasonable opportunity to review and comment on) any amendments or supplements thereto, necessary to be filed in response to any comments by the “Proxy Statement”). Each of Acquiror and the Company shall SEC or as required by law; (iv) use its all reasonable best efforts to cause have cleared by the Proxy Statement SEC, and mail to its stockholders as promptly as reasonably practicable, ▇▇▇▇▇▇▇’s proxy statement and all other customary proxy or other materials for meetings such as the stockholders meeting to be held to consider adoption of the Merger Agreement, (v) to the extent required by applicable law, as promptly as reasonably practicable, prepare, file and distribute to Barrier’s stockholders (in the case of the proxy statement) any supplement or amendment to the proxy statement if any event occurs which requires such action at any time prior to the stockholders meeting to be held to consider adoption of the Merger Agreement; and (vi) otherwise use all reasonable efforts to comply with all requirements of law applicable to Barrier’s stockholders meeting to be held to consider adoption of the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror Merger Agreement and the Company agrees Merger. Parent and Purchaser agreed 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 cooperate with Barrier in connection with the Proxy Statementpreparation and filing of the proxy statement, a Current Report on Form 8-K pursuant including furnishing Barrier, upon request, with any and all information as may be required to be set forth in the proxy statement under the Exchange Act in connection with the TransactionsAct, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or the Company’s Subsidiaries and Barrier agreed to any regulatory authority (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement has been cleared or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Proxy Statement or for additional information. To the extent not prohibited by Law, the Company provide Parent and their counsel shall be given Purchaser a reasonable opportunity to review and comment on the Proxy Statement and proxy statement, or any Other Document each time before any such document is filed amendments or supplements thereto, prior to filing with the SEC. The proxy statement will include the Company Board Recommendation unless the board of directors of Barrier has withdrawn, and Acquiror shall give reasonable and good faith consideration modified or amended the Company Board Recommendation to any comments made the extent permitted by the Company and its counsel. To the extent not prohibited by LawMerger Agreement, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.
(iii) Each of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of Acquiror and at the time of the Special 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 are made, not misleading.
(iv) If at any time prior to the Closing any information relating to Acquiror, the Company, any of the Company’s Subsidiaries, or their respective Affiliates, directors or officers is discovered by the Company or Acquiror, which is required to be as set forth in an amendment or supplement to the Proxy Statement, so that such document would include any misstatement of Section “Change in Recommendation; Termination in Connection with a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Acquiror.Superior Proposal” above. 34
Appears in 1 contract
Proxy Statement. (ia) As promptly as practicable after the execution of this AgreementAgreement and receipt of the PCAOB Audited Financials, (x) Acquiror and the Company shall jointly prepare and Acquiror shall file with the SEC, SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be filed with the SEC and sent to the stockholders of Acquiror relating with respect to the Special Meeting meeting of Acquiror’s stockholders (such proxy statementthe “Acquiror Stockholders’ Meeting”) to be held to consider approval and adoption of (i) this Agreement and the Merger, together with (ii) the issuance of the New Acquiror Class A Common Stock as contemplated by this Agreement, (iii) the Acquiror Certificate Amendment and (iv) any amendments or supplements theretoother proposals the parties deem necessary to effectuate the Merger (collectively, the “Acquiror Proposals”). The Company shall furnish all information concerning the Company as Acquiror may reasonably request in connection with such actions and the preparation of the Proxy Statement”). Acquiror and the Company each shall use their reasonable best efforts to (A) cause the Proxy Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and (B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. Prior to the filing date of the Proxy Statement, Acquiror shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of 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 mail the Proxy Statement to the Shareholders and the Acquiror will send mail the Proxy Statement to its stockholders. Each of Acquiror and the Company shall use its reasonable best efforts to cause 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.
(b) No filing of, or amendment or supplement to, the Proxy Statement will be made by Acquiror or the Company without the approval of the other party (such approval not to comply with the rules and regulations promulgated by the SECbe unreasonably withheld, conditioned or delayed). Acquiror shall use its reasonable best efforts to have the Proxy Statement 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 (including Nasdaq) in connection with the 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 SEC.
(ii) To the extent not prohibited by Law, Acquiror will advise the Companyother, reasonably promptly after Acquiror receives they receive notice thereof, of the time when the Proxy Statement has been cleared become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for the amendment or supplement of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and responses thereto. To the extent not prohibited by Law, Each of Acquiror and the Company shall cooperate and their counsel shall mutually agree upon (such agreement not to be given a reasonable opportunity unreasonably withheld or delayed), any response to review and comment on the Proxy Statement and any Other Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Acquiror shall provide the Company and their counsel with (i) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from of the SEC or its staff with respect to the Proxy Statement or Other Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity any amendment to participate the Proxy Statement filed in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECthereto.
(iiic) Each of Acquiror and the The Company shall ensure represents that none of the information supplied by or on its behalf the Company for inclusion or incorporation by reference in the Proxy Statement willor any current report on Form 8-K shall not, at (i) the date it time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquiror and at (in the case of the Proxy Statement), (ii) the time of the Special MeetingAcquiror Stockholders’ Meeting (in the case of the Proxy Statement), and (iii) the Effective Time (in the case of the Proxy Statement), contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading.
(iv) If . If, at any time prior to the Closing Effective Time, any information event or circumstance relating to Acquiror, the Company, any of the Company’s Subsidiariesor its officers or directors, or their respective Affiliates, directors or officers is should be discovered by the Company or Acquiror, which is required to should be set forth in an amendment or a supplement to the Proxy Statement, so that such document would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Company shall promptly notify inform Acquiror. All documents that the other parties and an appropriate amendment or supplement describing such information shall be promptly filed Company is responsible for filing with the SEC andin connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(d) Following the final determination of the Estimated Cash Consideration in accordance with Section 3.06(a), Acquiror and the Company shall mutually agree on the form and substance of a press release setting forth the Merger Consideration as of the anticipated Closing Date (the “Preliminary Merger Consideration Announcement”), which the parties shall cause to be publicly disclosed (and which Acquiror shall file on Form 8-K) no later than four (4) Business Days prior to the extent required by Law, disseminated to the stockholders of AcquirorAcquiror Stockholders’ Meeting.
Appears in 1 contract
Sources: Business Combination Agreement (Fintech Ecosystem Development Corp.)