Proxy Statements. Etc. Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports which Borrower or General Partner sends to its respective shareholders, and copies of all regular, periodic and special reports, and all registration statements, which Borrower or General Partner files with the SEC or any Governmental Authority which may be substituted therefor, or with any national securities exchange;
Proxy Statements. Drafts of the respective proxy statements of each of PHMD and DSKX set forth in Section 2.11(a) and (b) above shall be submitted to the respective Parties within 30 days from the Execution Date of this Agreement and approved by each of the other Party hereto as soon as practicable thereafter; which approvals shall not be unreasonably withheld or delayed.
Proxy Statements. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement related to the meeting of Buyer's stockholders to be held in connection with the transactions contemplated by this Agreement (the "Proxy Statement") will, on the date it is first mailed to the Buyer's stockholders or at the time of Buyer's Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Proxy Statements. To the extent that the Company is required by Section 2.9 hereof to hold the Stockholders Meeting, the Company shall, as promptly as practicable following the date hereof, prepare and file the Proxy Statement with the SEC under the Exchange Act. As soon as practicable following completion of review of the Proxy Statement by the SEC, the Company shall mail the Proxy Statement to its stockholders who are entitled to vote at the Stockholders' Meeting. The Proxy Statement shall contain the recommendation of the Board sufficient to satisfy all applicable requirements for Board action under Section 251 of the Delaware Law in order for the Merger to be validly approved.
Proxy Statements. 24 3.24 PROPERTY..............................................................24 3.25
Proxy Statements. After the date for general shareholders’ meetings of both Parties has been jointly agreed upon by both Parties in good faith and goodwill in accordance with Article 5.1 of this Agreement, ASE and SPIL shall each prepare a proxy statement relating to their respective authorization and approval of this Agreement and the Transaction by their respective general shareholders’ meeting, including their respective notice convening an extraordinary shareholders’ meeting (each, the “ASE Proxy Statement” (in case of ASE) and the “SPIL Proxy Statement” (in case of SPIL), and collectively, the “Proxy Statements”).
Proxy Statements. The Trust shall provide the Company with copies of the Trust's proxy statements and other related Trust communications to shareholders, in such quantity as the Company shall reasonably require for distribution to Variable Contract owners. The Trust or the Distributor shall reimburse the Company for reasonable expenses in connection with a proxy statement, including without limit, the reasonable expense of distribution of the Trust's proxy material to Variable Contract owners and the expense of a proxy tabulator.
Proxy Statements. The Proxy Statement or similar materials distributed to the Company’s stockholders in connection with the Merger, including any amendments or supplements thereto, shall not, at the time filed with the SEC, at the time mailed to the Company’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by or required to be provided by Parent or Merger Sub and/or by their respective auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Statement.
Proxy Statements. Promptly after their preparation, copies of any ---------------- and all proxy statements, Financial Statements, and reports which Borrower makes available to its stockholders.
Proxy Statements. (a) If required by applicable Law, the Company will, as soon as practicable following the termination or expiration of the Offer, prepare and file a preliminary Proxy Statement (such proxy statement, and any amendments or supplements thereto, the "Proxy Statement") or, if applicable, an information statement with the SEC with respect to the Shareholders Meeting and will use its reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be cleared by the SEC as soon as practicable. The Company will notify the Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give the Parent and its counsel (who shall provide any comments thereon as soon as practicable) the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give the Parent and its counsel (who shall provide any comments thereon as soon as practicable) the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company and the Parent agrees to use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. If at any time prior to the approval of this Agreement by the Company's shareholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its shareholders such an amendment or supplement.
