Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders. (b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law).
Appears in 4 contracts
Sources: Merger Agreement (Charter Financial Corp), Merger Agreement (CenterState Bank Corp), Merger Agreement (Charter Financial Corp)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereof, (ai) Charter the Company (with Parent’s reasonable cooperation) shall reasonably cooperate with CenterState in order for CenterState to prepare and file with the Registration Statement (including SEC preliminary proxy materials which shall constitute the Proxy Statement-/Prospectus and all related documents(ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the issuance registration under the Securities Act of CenterState the shares of Parent Common Stock to be issued in the transactions contemplated by this AgreementFirst Merger. Charter Each of Parent and the Company shall use its commercially reasonable best efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with (A) cause the Registration Statement and the Proxy Statement-Prospectus. CenterState shall/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, as soon as is practicable, but in no event later than sixty (60B) days after the date hereof, file have the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities ActAct as promptly as practicable after such filing (including by responding to comments from the SEC), Charterand, at prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its own expense, shall promptly mail or reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, 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 either the Registration Statement or the Proxy Statement-Prospectus /Prospectus, so that either such document does not contain any untrue statement of a material fact or omit to its stockholders.
(b) CenterState will advise Charterstate any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The party that discovers such information shall promptly after CenterState receives notice thereofnotify the other parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order or the suspension of the qualification of CenterState the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the initiation or threat receipt of any proceeding for any such purpose, comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the amendment Proxy Statement/Prospectus or supplement of the Registration Statement or upon for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the receipt of any comments (whether written or oral) from one hand, and the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and on the SEC other hand, with respect to the Registration Proxy Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on /Prospectus, the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)Mergers.
Appears in 4 contracts
Sources: Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState The information supplied by Seller for inclusion in order for CenterState to prepare and file the Registration Statement (including as defined in Section 3.10, below) shall not at the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After time the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail contain any untrue statement of a material fact or cause omit to state any material fact required to be mailed stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of Seller in connection with the meeting of Seller’s stockholders to consider the Mergers (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) shall not at the date the Proxy Statement-/Prospectus (or any amendment thereof or supplement thereto) is first mailed to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, stockholders and at the time of the time when the Registration Statement has become effective Seller Stockholders’ Meeting, be false or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC misleading with respect to any material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on statements made therein, in the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments light of the SEC prior to filing such withcircumstances under which they are made, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECnot misleading. If at any time prior to the Charter Meeting there shall occur Effective Time any event that relating to Seller or any of its affiliates, officers or directors should be disclosed discovered by Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement-/Prospectus, Seller shall promptly inform the Company. The Proxy Statement/Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts comply in all material respects as to promptly prepare and file such amendment or supplement form with the SEC (if required under applicable Law) requirements of the Securities Act, the Exchange Act and cooperate the rules and regulations thereunder. Notwithstanding the foregoing, Seller makes no representation or warranty with Charter respect to mail such amendment any information about, or supplement to Charter stockholders (if required under applicable Law)supplied or omitted by, a person, other than Seller, the Seller Subsidiaries or any of its officers, directors and employees, which is contained in any of the foregoing documents.
Appears in 3 contracts
Sources: Merger Agreement (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc), Merger Agreement (Renaissance Learning Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as reasonably practicable following the date hereof, the Company and Parent shall reasonably cooperate prepare and file with CenterState in order for CenterState to the SEC mutually acceptable proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file the Registration Statement (including the Statement. The Joint Proxy Statement-/Prospectus will be included in and all related documents) with the SEC in connection with the issuance will constitute a part of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement as Parent's prospectus. The Registration Statement and the Joint Proxy Statement, and any other report required /Prospectus shall comply as to be filed by CenterState with the SEC, in each case, in compliance form in all material respects with the applicable Laws, provisions of the Securities Act and shall, as promptly as practicable following execution the Exchange Act and the rules and regulations thereunder. Each of this Agreement, prepare Parent and deliver drafts of such information to CenterState to review. Charter agrees to the Company shall use its commercially reasonable best efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with have the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated thereby.
(b) Parent and the Company 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, with respect to the Joint Proxy Statement/Prospectus received from the SEC. Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such with the SEC, and will provide the Company with a copy of all such filings made with the SEC. Notwithstanding -44- 49 any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or the Joint Proxy Statement/Prospectus, this Agreement. CenterState also agrees right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations.
(c) Parent will use commercially reasonable best efforts to obtain any necessary state securities Law or “blue sky” permits cause the Joint Proxy Statements/Prospectus to be mailed to Parent's stockholders, and approvals required the Company will use reasonable best efforts to carry out cause the transactions contemplated by this Agreement. After Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case after the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(bd) CenterState Each party will advise Charterthe other party, promptly after CenterState it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order or order, the suspension of the qualification of CenterState the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement Joint Proxy Statement/Prospectus or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time any event that information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be disclosed discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement-/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the party which discovers such information shall use its commercially reasonable efforts promptly notify the other party hereto and, to promptly prepare and file such the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC (if required under applicable Law) and cooperate with Charter disseminated to mail such amendment or supplement to Charter the stockholders (if required under applicable Law)of Parent and the Company.
Appears in 3 contracts
Sources: Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as practicable following after the execution of this Agreement, Seller and the Company shall prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection file with the Registration Statement and SEC the Proxy Statement-Prospectus. CenterState shall, /Prospectus and registration statement on Form S-4 promulgated under the Securities Act (or on such other form as soon as is practicable, but in no event later than sixty (60shall be appropriate) days after relating to the date hereof, file approval of the Registration Statement with Agreement and the SEC. Each Mergers by the stockholders of CenterState Seller and Charter agree to shall use their respective commercially reasonable efforts to cause the Registration Statement to become effective as soon thereafter as practicable. The Proxy Statement/Prospectus shall include the recommendation of the Board of Directors of Seller in favor of the Mergers; provided, however, the Board of Directors of Seller may, at any time prior to such time as the stockholders of Seller shall have adopted and approved this Agreement and the Mergers in accordance with the DGCL, withdraw, modify or change any such recommendation to the extent Board of Directors of Seller determines in good faith, after consultation with its outside counsel, that the failure to so withdraw, modify or change its recommendation would reasonably be likely to constitute a failure of its Board of Directors to comply with its fiduciary duties under Delaware Law. Any withdrawal, modification or change of the recommendation in favor of the Mergers pursuant to this Section 6.1 shall be deemed by the parties not to change the approval of the Board of Directors of Seller for purposes of causing any business combination, control share acquisition, fair price or other anti-takeover law or regulation (including, without limitation, Section 203 of the DGCL) to be inapplicable to the Mergers and any such withdrawal, modification or change shall not affect Seller’s obligations in the first sentence of this Section 6.1, unless, in connection therewith, Seller terminates this Agreement in accordance with Section 8.1(g). The Company shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such the effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon through the receipt of any comments (whether written or oral) from the SEC or its staffEffective Time. If, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there Effective Time, the Company or Seller shall occur obtain knowledge of any event information pertaining to the Company or Seller, as applicable, that should be disclosed in would require an amendment or supplement to the Proxy Registration Statement-Prospectus , the Company or Seller, as the case may be, shall so advise the other party in writing and shall promptly furnish the other party with all information as shall be required for such amendment or supplement. Thereafter, the Company shall promptly take such action as shall be required to amend or supplement the Registration Statement; the Company shall not otherwise amend the Registration Statement without the consent of Seller (which shall not be unreasonably withheld, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment conditioned or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Lawdelayed).
Appears in 3 contracts
Sources: Merger Agreement (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc), Merger Agreement (Renaissance Learning Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable, and in any event within forty-five (45) days following the execution of this Agreement, (i) Parent and the Company shall reasonably cooperate jointly prepare and cause to be filed with CenterState the SEC the Proxy Statement/Prospectus in order for CenterState preliminary form, which shall contain the Company Recommendation (unless a Company Adverse Recommendation Change has occurred) and the Parent Recommendation (unless a Parent Adverse Recommendation Change has occurred), and (ii) Parent shall prepare and cause to be filed with the SEC the Form S-4, which shall include the Proxy Statement/Prospectus. To the extent necessary, (i) Parent shall cause the depositary of Parent ADSs to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC SEC, no later than the date prescribed by the rules and regulations under the Securities Act, a registration statement, or a post-effective amendment thereto, as applicable, on Form F-6 or 8-K, as applicable, with respect to the Parent ADSs deliverable in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter Merger and (ii) Parent shall use its commercially reasonable efforts to deliver to CenterState have such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file filing declared effective under the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, Securities Act as promptly as practicable following execution of this Agreement, prepare and deliver drafts of after such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain keep such effectiveness for filing effective as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement, including the Merger. CenterState also agrees to Parent shall use its commercially reasonable efforts, and the Company shall reasonably cooperate with Parent in such efforts (including by providing all information reasonably requested by Parent in connection with the preparation of the Form S-4) to obtain any have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as necessary state securities Law or “blue sky” permits and approvals required to carry out consummate the transactions contemplated by this Agreement, including the Merger. After The Company shall establish a record date for the Registration Statement Company Stockholders Meeting and Parent shall establish a record date for the Parent Shareholders Meeting (which shall, to the extent practicable and consistent with applicable Law or the rules of the relevant securities exchange, be the same date as the record date for the Company Stockholders Meeting) and each of the Company and Parent shall commence a broker search in connection therewith, as promptly as practicable following the date of this Agreement and mail the Proxy Statement/Prospectus to holders of the Company Common Stock and Parent Shareholders, as applicable, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, Charter, at its own expense, Act (and in any event within ten (10) days of the date the Form S-4 is declared effective by the SEC). Parent shall promptly mail or cause also use commercially reasonable efforts to take any action required to be mailed taken under any applicable state securities Laws and other applicable Laws in connection with the issuance of Parent ADSs pursuant to this Agreement, and each party shall furnish all information concerning the Company and Parent, as applicable, as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Proxy Statement-/Prospectus. For the avoidance of doubt, the obligations of each party in this Section 6.1(a) shall include provision by such party of (x) all such information about itself, its directors and its Affiliates as may be reasonably requested by the other party for inclusion in the Proxy Statement/Prospectus or Form S-4 and (y) reasonable access to, and using commercially reasonable efforts to provide reasonable assistance from, the other party’s representatives in connection therewith. No filing of, or amendment or supplement to, or correspondence to the SEC or its stockholders.
(b) CenterState will staff with respect to, the Form S-4, shall be made by Parent, or with respect to the Proxy Statement/Prospectus shall be made by the Company, or in either case any of their respective subsidiaries, without providing the other party a reasonable opportunity to review and comment thereon. Parent shall advise Charterthe Company, promptly after CenterState it receives notice thereof, of the time when the Registration Statement Form S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, the suspension of the qualification of CenterState Common Stock the Parent ADSs issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the initiation Form S-4 or threat of any proceeding comments thereon and responses thereto or requests by the SEC for any such purposeadditional information. The Company shall advise Parent, or promptly after it receives notice of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, /Prospectus or comments thereon and all responses to thereto or requests by the SEC for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECinformation. If at any time prior to the Charter Meeting there shall occur Effective Time the Company or Parent discover that any event that information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, which should be disclosed set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement-Prospectus /Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall use its commercially reasonable efforts to promptly prepare notify the other parties hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to holders of the Company Common Stock.
(b) Whether or not the Merger is consummated, Parent and the Company shall share equally all expenses incurred in connection with all filings and other fees paid to the SEC (if required under applicable Law) other than attorneys’ fees, accountants’ fees, investment bankers’ fees and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Lawrelated expenses).
Appears in 2 contracts
Sources: Merger Agreement (Akari Therapeutics PLC), Merger Agreement (Peak Bio, Inc.)
Registration Statement; Proxy Statement/Prospectus. (ai) Charter As promptly as reasonably practicable, C&N shall reasonably draft and prepare, and Susquehanna shall cooperate with CenterState in order for CenterState to prepare and file the preparation of a Registration Statement (including the Proxy Statement-Prospectus and all related documents) on Form S-4 to be filed by C&N with the SEC with respect to the issuance of C&N Common Stock in the Merger. The Registration Statement shall contain proxy materials relating to the matters to be submitted to Susquehanna’s shareholders at the Susquehanna Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of C&N Common Stock to be issued in the Merger. Susquehanna shall provide C&N with any information concerning itself that C&N may reasonably request in connection with the issuance drafting and preparation of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-/Prospectus, and C&N shall notify Susquehanna promptly of the receipt of any comments of the SEC with respect to the Proxy Statement/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Susquehanna promptly copies of all correspondence between C&N or any of their representatives and the SEC. CenterState shallC&N shall give Susquehanna and its counsel reasonable opportunity to review and comment on the Proxy Statement/Prospectus prior to its being filed with the SEC and shall give Susquehanna and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, as soon as is practicableor sent to, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState C&N and Charter agree ▇▇▇▇▇▇▇▇▇▇▇ agrees to use their respective commercially reasonable efforts, after consultation with the other Party hereto, to respond promptly to all such comments of and requests by the SEC. C&N shall use commercially reasonable efforts to cause have the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated by this Agreementhereby. CenterState also agrees to Each of C&N and Susquehanna will use their commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required cause the Proxy Statement/Prospectus to carry out be mailed to the transactions contemplated by this Agreement. After Susquehanna shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState . C&N will advise CharterSusquehanna, promptly after CenterState it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order or order, the suspension of the qualification of CenterState C&N Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement Proxy Statement/Prospectus or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time any event that information relating to C&N or Susquehanna, or any of their respective Affiliates, officers or directors, should be disclosed discovered by C&N or Susquehanna which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall use its commercially reasonable efforts promptly notify the other Party hereto and, to promptly prepare and file such the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by C&N with the SEC and disseminated by the Parties to Susquehanna’s shareholders as, and to the extent required, under the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder.
(if ii) C&N shall also take any action required to be taken under any applicable Lawstate securities laws in connection with the Merger and each of C&N or Susquehanna shall furnish all information concerning it and the holders of Susquehanna Common Stock as may be reasonably requested in connection with any such action.
(iii) and cooperate with Charter Prior to mail the Effective Time, C&N shall take all such amendment or supplement action as shall be necessary to Charter stockholders (if required under applicable Law)permit the additional shares of C&N Common Stock to be issued by C&N in exchange for the shares of Susquehanna Common Stock to be traded on the primary exchange on which C&N Common Stock is listed.
Appears in 2 contracts
Sources: Merger Agreement (Citizens & Northern Corp), Merger Agreement (Citizens & Northern Corp)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date of this Agreement), Parent and the Company shall reasonably cooperate with CenterState in order for CenterState to jointly prepare and file Parent shall cause to be filed with the SEC the Form S-4 Registration Statement (including Statement, in which the Proxy Statement-/Prospectus will be included as a prospectus. Each of Parent and all related documents) with the Company shall notify the other party promptly of the receipt of any comments from the SEC in connection with the issuance or staff of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Lawsfor amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shallshall supply the other party with copies of all correspondence between such party or any of its Representatives, as promptly as practicable following execution on the one hand, and the SEC or the staff of this Agreementthe SEC, prepare on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and deliver drafts of such information to CenterState to review. Charter agrees to the Company shall use its commercially reasonable efforts efforts: (i) to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with cause the Form S-4 Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement /Prospectus to comply with the SEC. Each of CenterState applicable rules and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective regulations promulgated by the SEC as SEC; (ii) to promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and notify the other transactions contemplated by this Agreement. CenterState also agrees of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits review and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Actcomment on, Charterand respond promptly to, at its own expensein each case, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from of the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC staff with respect to the Form S-4 Registration Statement and the Proxy Statement. CenterState will /Prospectus; (iii) to provide Charter the other party (and its counsel counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement-/Prospectus, and all responses to requests for additional information by and replies to comments of the SEC any amendment or supplement thereto, prior to filing of any such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If at either Parent or the Company becomes aware of any time prior to the Charter Meeting there shall occur any event information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-Prospectus /Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Registration Proxy Statement, CenterState shall use its commercially reasonable efforts /Prospectus prior to promptly prepare and file it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC SEC; and (iv) cooperate, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing such amendment or supplement to Charter the stockholders of the Company.
(if required b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under applicable Law)the securities law of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, that Parent 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.
Appears in 2 contracts
Sources: Merger Agreement (Acelrx Pharmaceuticals Inc), Merger Agreement (Tetraphase Pharmaceuticals Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement, Parent and the Company shall reasonably cooperate with CenterState in order for CenterState to prepare and file cause to be filed with the Registration Statement (including SEC the Proxy Statement-/Prospectus and all related documents) Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in connection with which the issuance Proxy Statement/Prospectus will be included as a prospectus. Each of CenterState Common Stock in Parent and the transactions contemplated by this Agreement. Charter Company shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file cause the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Form S-4 Registration Statement and the Proxy Statement-Prospectus. CenterState shall/Prospectus to comply with the rules and regulations promulgated by the SEC, as soon as is practicable, but in no event later than sixty (60) days after to respond promptly to any comments of the date hereof, file SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each of CenterState and Charter agree to The Company will use their respective commercially reasonable efforts to cause the Registration Statement Proxy Statement/Prospectus to be declared effective by mailed to the SEC Company's stockholders as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Form S-4 Registration Statement is declared effective under the Securities Act, Charter, at its own expense, . The Company shall promptly mail furnish to Parent all information concerning the Acquired Companies and the Company's stockholders that may be required or cause to be mailed the Proxy Statement-Prospectus to its stockholdersreasonably requested in connection with any action contemplated by this Section 5.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, 1. If any event relating to any of the time when Acquired Companies occurs, or if the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance Company becomes aware of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdictioninformation, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-Prospectus or /Prospectus, then the Registration Statement, CenterState Company shall use its commercially reasonable efforts to promptly prepare inform Parent thereof and file the Company and Parent shall cooperate in filing such amendment or supplement with the SEC (and, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing such amendment or supplement to Charter the stockholders of the Company.
(if b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; provided, however, that Parent shall not be required under applicable Law).(i) to
Appears in 2 contracts
Sources: Merger Agreement (Clarent Corp/Ca), Merger Agreement (Act Networks Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement, Amneal and Impax shall reasonably cooperate jointly prepare, and shall cause Holdco to file with CenterState in order for CenterState to prepare and file the SEC the Registration Statement (including Statement, which will include the Proxy Statement-/Prospectus constituting a part thereof, and each of Amneal and Impax shall promptly furnish all related documents) information concerning itself and its Affiliates as may be reasonably requested by the other party and shall otherwise reasonably assist and cooperate with the SEC other in connection with the issuance preparation, filing and distribution of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, . Each of Amneal and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to Impax will use its commercially their respective reasonable best efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with (i) cause the Registration Statement and the Proxy Statement-/Prospectus. CenterState shall, when filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as soon promptly as is practicable, but in no event later than sixty (60) days after reasonably practicable to and resolve all comments received from the date hereof, file SEC or its staff concerning the Registration Statement with and the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause Proxy Statement/Prospectus, (iii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (iv) keep the Registration Statement effective for so long as necessary to complete the Transactions.
(b) No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus, or response to SEC comments with respect thereto, will be made by Amneal or Impax, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Impax will cause the Proxy Statement/Prospectus to be declared effective by the SEC mailed to its stockholders as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities ActAct (but in no event earlier than the record date set by Impax for the Impax Stockholder Meeting).
(c) Amneal or Impax, Charteras applicable, at its own expense, shall will promptly mail notify the other upon the receipt of any comments from the SEC or cause any request from the SEC for amendments or supplements to be mailed the Registration Statement or the Proxy Statement-/Prospectus, and will, as promptly as practicable after receipt thereof, provide the other with copies of all material correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Registration Statement or the Proxy Statement/Prospectus received from the SEC and advise the other on any oral comments with respect to its stockholders.
(b) CenterState the Registration Statement or the Proxy Statement/Prospectus received from the SEC. Impax will advise CharterAmneal, promptly after CenterState Holdco receives notice thereof, of the time when of effectiveness of the Registration Statement has become effective or any supplement or amendment has been filed, of and the issuance of any stop order relating thereto or the suspension of the qualification of CenterState the shares of Class A Common Stock issuable in connection with the Impax Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for and Amneal and Impax will use their respective reasonable best efforts to have any such purposestop order or suspension lifted, reversed or of otherwise terminated.
(d) Impax and Amneal will also use their respective reasonable best efforts to take any request by other action required to be taken under the SEC for Securities Act, the amendment Exchange Act, any applicable foreign or supplement of the Registration Statement state securities or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState “blue sky” Laws and the SEC with respect to the Registration Statement. CenterState will provide Charter rules and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made regulations thereunder in connection with the SECTransactions. If at any time prior to the Charter Meeting there shall occur Impax Merger Effective Time any event that information relating to Amneal or Impax, or any of their respective Affiliates, officers or directors, is discovered by Amneal or Impax which should be disclosed set forth in an amendment or supplement to the Registration Statement or the Proxy Statement-Prospectus /Prospectus, so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and each of Amneal and Impax shall use its commercially reasonable best efforts to promptly prepare and file such cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC (if and, to the extent required under applicable Law) and cooperate with Charter by law, disseminated to mail such amendment or supplement to Charter stockholders (if required under applicable Law)Impax Stockholders.
Appears in 2 contracts
Sources: Business Combination Agreement (Atlas Holdings, Inc.), Business Combination Agreement (Impax Laboratories Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement, the Company shall reasonably cooperate supply Parent with CenterState the information pertaining to the Company required by the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in order for CenterState to prepare and file (1) the Registration Statement, which information will not, at the time the Registration Statement (including the Proxy Statement-Prospectus and all related documents) is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (2) the proxy statement relating to the meeting of the Stockholders to be held in connection with the issuance Merger (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT/PROSPECTUS"), which information will not, at the date mailed to stockholders and at the time of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts Special Meeting of the Company, contain any untrue statement of a material fact or omit to deliver state any material fact required to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation is made by the Company with respect to statements made in the Proxy Statement/Prospectus or the Registration Statement based on information supplied by Parent or Merger Sub in writing for inclusion in such documents. If before the Effective Time, any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement/Prospectus, the Company shall promptly inform Parent and shall assist in the preparation of appropriate amendments or supplements to the Proxy Statement/Prospectus.
(b) As promptly as practicable after the date of this Agreement, Parent shall supply the Company with the information pertaining to Parent required by the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement/Prospectus, which information will not, at the date mailed to stockholders 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. No representation is made by Parent with respect to statements made in the Registration Statement or Proxy Statement/Prospectus based on information supplied by the Company in writing for inclusion in such documents. If before the Effective Time, any event or circumstance relating to Parent or any of its Subsidiaries, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement/Prospectus, Parent shall promptly inform the Company and shall make appropriate amendments or supplements to the Registration Statement or Proxy Statement/Prospectus.
(c) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and file with the SEC the Proxy Statement/Prospectus relating to the Company's Special Meeting. As promptly as practicable after comments are received from the SEC on the preliminary proxy materials and after the furnishing by the Company and Parent of all information required to be contained therein, Parent shall promptly prepare and file with the SEC the Registration Statement, and any other report required to in which the Proxy Statement/Prospectus shall be filed by CenterState with the SECincluded as a prospectus, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and registration under the Proxy Statement-ProspectusSecurities Act of the shares of Parent Common Stock to be issued to the Stockholders pursuant to the Merger. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to Parent shall use their respective commercially all reasonable efforts to cause the Registration Statement to be declared become effective by the SEC as promptly as practicable, and shall take any action required under applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. The Company shall furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement. As promptly as practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under becomes effective, the Securities Act, Charter, at its own expense, Company shall promptly mail or cause to be mailed the Proxy Statement-/Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law).
Appears in 2 contracts
Sources: Merger Agreement (Edutrek Int Inc), Agreement and Plan of Merger (Career Education Corp)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as practicable following execution after the date of this Agreement, prepare and deliver drafts of such the Company shall supply Parent with the information pertaining to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants the Company required by the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the proxy statement relating to the meeting of the Stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement-/Prospectus"), which information shall not at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Proxy Statement/Prospectus is mailed to Stockholders or 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 to make the statements therein, not misleading. CenterState shallNo representation is made by the Company with respect to statements made in the Proxy Statement/Prospectus or the Registration Statement based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference in such documents. If before the Effective Time, any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement/Prospectus, the Company shall promptly inform Parent and shall make appropriate amendments or supplements to the Proxy Statement/Prospectus.
(b) As promptly as soon as is practicable, but in no event later than sixty (60) days practicable after the date hereofof this Agreement, file Parent shall supply the Company with the information pertaining to Parent and Merger Sub required by the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement/Prospectus, which information shall not at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Proxy Statement/Prospectus is mailed to Stockholders or 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 to make the statements therein, not misleading. Each No representation is made by Parent with respect to statements made in the Registration Statement or Proxy Statement/Prospectus based on information supplied by the Company for inclusion or incorporation by reference in such documents. If before the Effective Time, any event or circumstance relating to Parent or any of CenterState and Charter agree to use its Subsidiaries, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement/Prospectus, Parent shall promptly inform the Company and shall make appropriate amendments or supplements to the Registration Statement or Proxy Statement/Prospectus.
(c) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and file with the SEC the Proxy Statement/Prospectus relating to the Company's Special Meeting. As promptly as practicable after comments are received from the SEC on the preliminary proxy materials and after the furnishing by the Company and Parent of all information required or requested by the SEC to be contained therein, Parent shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the Stockholders pursuant to the Merger. Parent shall use all commercially reasonable efforts to cause the Registration Statement to be declared become effective by the SEC as promptly as reasonably practicable after the filing thereof practicable, and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain shall take any necessary action required under applicable federal or state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of Laws in connection with the issuance of any stop order shares of Parent Common Stock pursuant to the Merger or the suspension rules and regulations of the qualification of CenterState Common Stock for offering or sale Market. The Company shall furnish all information concerning the Company as Parent may reasonably request in any jurisdiction, of the initiation or threat of any proceeding for any connection with such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState actions and the SEC with respect to preparation of the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on As promptly as practicable after the Registration Statement and becomes effective, the Company shall mail the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior /Prospectus to the Charter Meeting there shall occur Stockholders. Notwithstanding anything to the contrary contained herein, neither the Proxy Statement/Prospectus nor the Registration Statement nor any event that should be disclosed in an amendment or supplement to thereto shall be filed or mailed without the Proxy Statement-Prospectus or consent of both Parent and the Registration StatementCompany, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)which consent will not be unreasonably withheld.
Appears in 2 contracts
Sources: Merger Agreement (Career Education Corp), Merger Agreement (Whitman Education Group Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution and delivery of this Agreement, Parent and the Company shall reasonably cooperate prepare, and Parent shall file with CenterState in order for CenterState to prepare and file the SEC, a Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC on Form S-4 in connection with the issuance of CenterState shares of Parent Common Stock in the transactions contemplated by this AgreementMerger (as may be amended or supplemented from time to time, the “Registration Statement”). Charter The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be considered at the Company Shareholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use its commercially reasonable best efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file have the Registration Statement, and any other report required to be filed Statement declared effective by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, SEC under the Securities Act as promptly as practicable following execution after such filing with the SEC. Without limiting the generality of this Agreementthe foregoing, prepare each of the Company and deliver drafts of such information to CenterState to review. Charter agrees to use Parent shall, and shall cause its commercially reasonable efforts to respective Representatives to, fully cooperate with CenterState the other party hereto and CenterState’s counsel and accountants its respective Representatives in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the preparation of the Registration Statement and the Proxy Statement-/Prospectus. CenterState shall, including in the preparation and delivery of any consents, opinions, reports or appraisals that may be required in connection therewith, and shall furnish the other party hereto with all information concerning it and its Affiliates as soon as is practicable, but the other party hereto may deem reasonably necessary or advisable in no event later than sixty (60) days after the date hereof, file the Registration Statement connection with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement preparation of the Registration Statement or upon and the receipt of any comments (whether written or oral) from the SEC or its staffProxy Statement/Prospectus, and shall supply Charter with copies any amendment or supplement thereto, and each of all correspondence between CenterState Parent and the SEC with respect to Company shall provide the Registration Statement. CenterState will provide Charter and its counsel other party hereto with a reasonable opportunity to review and comment on thereon. As promptly as practicable after the Registration Statement is declared effective by the SEC (and in no event more than five (5) Business Days thereafter), the Company shall cause the Proxy Statement-Prospectus/Prospectus to be disseminated to the shareholders of the Company.
(b) Unless the Company Board shall have effected a Company Board Recommendation Change in compliance with the terms and conditions set forth in this Agreement, the Proxy Statement/Prospectus shall include the Company Board Recommendation.
(c) Except as otherwise set forth in this Agreement or as may be required by applicable Law or Order, neither Parent nor the Company shall effect any amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Registration Statement without the prior consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Company, in connection with a Company Board Recommendation Change, may amend or supplement the proxy statement for the Company pursuant to a Qualifying Amendment to effect such change, and all responses in such event, the right of approval set forth in this Section 5.4(c) shall apply only with respect to requests for additional such information by relating to the other party or its business, financial condition or results of operations, and replies shall be subject to comments the Company’s right to have the deliberations and conclusions of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECCompany Board accurately described. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in A “Qualifying Amendment” means an amendment or supplement to the Proxy Statement-Prospectus or proxy statement for the Registration StatementCompany if and solely to the extent that it contains (i) a Company Board Recommendation Change, CenterState shall use its commercially reasonable efforts (ii) a statement of the reasons of the Company Board for making such Company Board Recommendation Change, and (iii) additional information reasonably related to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)foregoing.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Market Leader, Inc.)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as reasonably practicable following execution after the date of this Agreement, Parent and the Company shall jointly prepare and deliver drafts cause to be filed with the SEC the Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of such information to CenterState to review. Charter agrees to the parties shall (i) use its commercially reasonable best efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with cause the Form S-4 Registration Statement and the Proxy Statement-Prospectus. CenterState shall/Prospectus to comply in all material respects with all applicable rules, as soon as is practicableregulations and requirements of the Exchange Act or Securities Act; (ii) promptly notify the other upon receipt of, but in no event later than sixty (60) days after and cooperate with each other and use reasonable best efforts to respond to, any comments or requests of the date hereofSEC or its staff, file including for any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the SEC. Each of CenterState one hand, and Charter agree the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement or the Proxy Statement/Prospectus; (iv) use their respective commercially reasonable best efforts to cause have the Form S-4 Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall Act as promptly mail or cause as practicable after it is filed with the SEC; (v) use reasonable best efforts to be mailed keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Mergers; and (vi) cooperate with the other party and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Proxy Statement-/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal. The Company will, prior to filing the preliminary Proxy Statement/Prospectus, use its stockholdersreasonable best efforts to obtain all necessary consents of the Company Financial Advisor to permit the Company to include in the Proxy Statement/Prospectus the opinion of the Company Financial Advisor that, as of the date of such opinion and based on and subject to the matters, assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio provided for in this Agreement is fair, from a financial point of view, to the holders of Company Common Stock (other than, as applicable, Parent, the Acquisition Subs and their respective Affiliates).
(b) CenterState will Parent shall advise Charterthe Company, promptly after CenterState receives receipt of notice thereof, of the time when the Form S-4 Registration Statement has become becomes effective or any supplement or amendment has been filed, of the issuance of any stop order relating thereto, or the suspension of the qualification shares of CenterState Parent Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC or its staff for the any amendment of or supplement of to the Form S-4 Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and all responses Parent shall use its reasonable best efforts to requests for additional information by and replies as promptly as practicable have any stop order relating to comments the Form S-4 Registration Statement or any such suspension of the SEC prior shares of Parent Common Stock lifted, reversed or otherwise terminated. The Company shall cause the Proxy Statement/Prospectus to filing be mailed to the Company’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the parties shall use reasonable best efforts promptly to furnish the other parties all information concerning such withparty, its Subsidiaries, directors, officers and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or sending such toreasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 4.3. If, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to obtaining the Charter Meeting there shall occur Required Company Stockholder Vote, any event party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-/Prospectus in order to make any statement therein, in the light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Proxy Statement/Prospectus not misleading, then such party (A) shall promptly inform the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement, CenterState /Prospectus prior to it being filed with the SEC; (C) shall use its commercially reasonable efforts to promptly prepare and file provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC SEC; and (D) if mailing is required under applicable Law) and by law or otherwise appropriate, shall cooperate with Charter to mail in mailing such amendment or supplement to Charter the stockholders (if required under applicable Law)of the Company.
Appears in 2 contracts
Sources: Merger Agreement (Metromile, Inc.), Merger Agreement (Lemonade, Inc.)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState The information supplied by the Seller for inclusion in order for CenterState to prepare and file the Registration Statement will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the Proxy Statement-Prospectus and all related documents) with SEC, contain any 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 SEC statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the issuance meeting of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts Seller’s stockholders to deliver consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to CenterState such financial statements herein as the “Proxy Statement/Prospectus”) will not, at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and related analysis of Charterat the Effective Time, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charterbe false or misleading with respect to any material fact required to be stated therein, as may or omit to state any material fact required to be required stated therein or necessary in order to file make the Registration Statement, and any other report required to be filed by CenterState with the SECstatements made therein, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, light of the time when the Registration Statement has become effective or any supplement or amendment has been filedcircumstances under which they are made, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECnot misleading. If at any time prior to the Charter Meeting there shall occur Effective Time any event that relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is discovered by the Seller which should be disclosed set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement-/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts will comply in all material respects as to promptly prepare and file such amendment or supplement form with the SEC requirements of the Securities Act and the Exchange Act (if required under applicable Law) and cooperate to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with Charter respect to mail such amendment any information about, or supplement to Charter stockholders (if required under applicable Law)supplied or omitted by, the Company which is contained in any of the foregoing documents.
Appears in 2 contracts
Sources: Merger Agreement (Marshall & Ilsley Corp/Wi/), Merger Agreement (United Heritage Bankshares of Florida Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall reasonably cooperate with CenterState in order for CenterState to jointly prepare and file cause to be filed with the Registration Statement (including SEC the Proxy Statement-Prospectus /Prospectus, in preliminary form, and all related documents) Parent shall prepare and cause to be filed with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Form S-4 Registration Statement, and any other report required to be filed by CenterState with in which the SECProxy Statement/Prospectus, in each casepreliminary form, in compliance will be included as a prospectus. Each of the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Proxy Statement/ Prospectus to comply in all material respects with all applicable Lawsrules, regulations and requirements of the Exchange Act or Securities Act; (ii) promptly notify the other upon receipt of, and shallcooperate with each other and use reasonable best efforts to respond to, any comments or requests of the SEC or its staff, including for any amendment or supplement to the Form S-4 Registration Statement or Proxy Statement/Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement or the Proxy Statement/Prospectus; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to after it is filed with the SEC; (v) use its commercially reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with CenterState a reasonable opportunity to review and CenterState’s counsel and accountants comment in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with advance on the Form S-4 Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty /Prospectus (60) days after including any amendments or supplements to the date hereof, file the Form S-4 Registration Statement or the Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal. Each of CenterState and Charter agree The Company will, prior to filing the preliminary Proxy Statement/Prospectus, use their respective commercially its reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable best efforts to obtain any all necessary state securities Law or “blue sky” permits and approvals required consents of the Company Financial Advisor to carry out permit the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause Company to be mailed include in the Proxy Statement-/Prospectus the opinion of the Company Financial Advisor that, as of the date of such opinion and subject to its stockholdersthe assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio pursuant to this Agreement is fair, from a financial point of view, to the holders of the Company Common Stock (other than the Excluded Shares).
(b) CenterState will Parent shall advise Charterthe Company, promptly after CenterState receives receipt of notice thereof, of the time when the Form S-4 Registration Statement has become becomes effective or any supplement or amendment has been filed, of the issuance of any stop order relating thereto, or the suspension of the qualification shares of CenterState Parent Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC or its staff for the any amendment of or supplement of to the Form S-4 Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and all responses Parent shall use its reasonable best efforts to requests for additional information by and replies as promptly as practicable have any stop order relating to comments the Form S-4 Registration Statement or any such suspension of the SEC prior shares of Parent Common Stock lifted, reversed or otherwise terminated. The Company shall cause the Proxy Statement/Prospectus to filing be mailed to the Company’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the parties shall promptly furnish the other parties all information concerning such withparty, its Subsidiaries, directors, officers and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or sending such toreasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 4.3. If, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to obtaining the Charter Meeting there shall occur Required Company Stockholder Vote, any event party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-/Prospectus in order to make any statement therein, in the light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Proxy Statement/Prospectus not misleading, then such party: (A) shall promptly inform the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement, CenterState /Prospectus prior to it being filed with the SEC; (C) shall use its commercially reasonable efforts to promptly prepare and file provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC SEC; and (D) if mailing is required under applicable Law) and by law or otherwise appropriate, shall cooperate with Charter to mail in mailing such amendment or supplement to Charter the stockholders of the Company.
(if c) Prior to the Effective Time, Parent shall use its reasonable best efforts to take all other actions required to be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable Law)state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the Merger, including the Parent Common Stock to be issued upon the exercise of converted Company Options and upon vesting of converted Company RSUs; provided, however, that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (RigNet, Inc.), Merger Agreement (Viasat Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file ▇▇▇▇▇▇▇ shall cause to be prepared the financial statements contemplated by Section 5.13(a) and as promptly as practicable after the date such financial statements are delivered to NetScout, (i) NetScout shall cause to be filed with the SEC the NetScout Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus; (ii) ▇▇▇▇▇▇▇ shall cause to be filed with the SEC a registration statement on Form 10 or a registration statement on Form S-1/S-4, as applicable (either, and together with any amendments, supplements, prospectus or information statements thereto, the “Newco Registration Statements”) to register the Newco Common Units to be distributed in the Distribution; (iii) promptly after the NetScout Form S-4 Registration Statement and the Newco Registration Statements have been declared effective, ▇▇▇▇▇▇▇ shall file with the SECSEC a Schedule TO (together with any amendments thereto, the “Schedule TO”) if ▇▇▇▇▇▇▇ elects to effect the Distribution in whole or in part by means of an Exchange Offer (as defined in the Distribution Agreement); and (iv) NetScout and ▇▇▇▇▇▇▇ shall file such other appropriate documents with the SEC as may be applicable. Each of CenterState NetScout and Charter agree to use their respective commercially reasonable efforts to ▇▇▇▇▇▇▇ shall: (A) cause the NetScout Form S-4 Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities ActStatement, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus /Prospectus, the Newco Registration Statements and the Schedule TO to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of comply with the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request applicable rules and regulations promulgated by the SEC for SEC; (B) promptly notify the amendment or supplement of other of, cooperate with each other with respect to, provide the Registration Statement or upon the receipt of other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments (whether written or oral) from of the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC staff with respect to the NetScout Form S-4 Registration Statement. CenterState will , the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO; (C) provide Charter the other party (and its counsel counsel) with a reasonable opportunity to review and comment on the NetScout Form S-4 Registration Statement, the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO, prior to filing of any such document with the SEC; (D) have each of the NetScout Form S-4 Registration Statement and the Proxy Statement-ProspectusNewco Registration Statements become effective under the Securities Act and the Exchange Act, and all responses to requests for additional information by and replies to comments of respectively, as promptly as practicable after each is filed with the SEC prior (it being understood that each of NetScout and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to filing such with, or sending such to, cause the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with NetScout Form S-4 to become effective under the SEC. If at any time Securities Act prior to the Charter Meeting there date on which the financial statements included therein would become stale); and (E) keep each of the NetScout Form S-4 Registration Statement and the Newco Registration Statements effective through the Closing in order to permit the consummation of the Contemplated Transactions. NetScout shall occur cause to be filed with the SEC the Proxy Statement/Prospectus and shall cause the Proxy Statement/Prospectus to be mailed to NetScout’s stockholders, as promptly as practicable after the NetScout Form S-4 Registration Statement becomes effective under the Securities Act. Each of NetScout and ▇▇▇▇▇▇▇ shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any event action contemplated by this Section 5.1. If either NetScout or ▇▇▇▇▇▇▇ becomes aware of any information furnished by it that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the NetScout Form S-4 Registration Statement, CenterState the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO, then such party: (i) shall use promptly inform the other party thereof; (ii) shall provide the other party (and its commercially counsel) with a reasonable efforts opportunity to promptly prepare review and file comment on any amendment or supplement to the NetScout Form S-4 Registration Statement, the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC SEC; and (iv) shall cooperate, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing such amendment or supplement to Charter the stockholders of NetScout or ▇▇▇▇▇▇▇ (if required under applicable Lawas the case may be).
(b) Each of NetScout and ▇▇▇▇▇▇▇ will also take all commercially reasonable actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with, in the case of the NetScout, the issuance of NetScout Common Stock pursuant to the First Merger and, in the case of ▇▇▇▇▇▇▇, the issuance of Newco Common Units in the Distribution.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState The information supplied to Alchemy by Cigarette expressly for inclusion in order for CenterState the registration statement on Form S-4 pursuant to prepare and file which shares of Alchemy Common Stock to be issued in the Registration Statement (including the Proxy Statement-Prospectus and all related documents) Merger will be registered with the SEC in connection with (the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the "Registration Statement") does not, and any other report required to be filed by CenterState with at the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After time the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment shall not, contain any untrue statement of a material fact or supplement of omit to state any material fact required to be stated in the Registration Statement or upon necessary in order to make the receipt statements in the Registration Statement, in light of any comments the circumstances under which they were made, not misleading. The information supplied to Alchemy by Cigarette expressly for inclusion in the proxy statement/prospectus (whether written or oralthe "Proxy Statement") from to be sent to the SEC or its staff, and shall supply Charter shareholders of Cigarette in connection with copies the special meeting of all correspondence between CenterState Cigarette's shareholders to consider this Agreement and the SEC Merger (the "Cigarette Shareholder Meeting") and to the shareholders of Alchemy in connection with the meeting of Alchemy shareholders to approve the issuance of Alchemy Common Stock in connection with the meeting of Alchemy shareholders to approve the issuance of Alchemy Common Stock in connection with the transactions contemplated by this Agreement (the "Alchemy Shareholder Meeting") shall not, on the date the Proxy Statement is first mailed to shareholders of Cigarette and shareholders of Alchemy, at the time of the Cigarette Shareholder Meeting, the Alchemy Shareholder Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was 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 make 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 Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on solicitation of proxies for the Registration Statement and Cigarette Shareholders Meeting or the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, Alchemy Shareholders Meeting which has become false or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECmisleading. If at any time prior to the Charter Meeting there shall occur Effective Time any event that relating to Cigarette or any of its Affiliates, officers or directors should be disclosed discovered by Cigarette which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState Cigarette shall use its commercially promptly notify Alchemy of such event in reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)detail.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement, the Parties shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) cause to be filed with the SEC in connection the Proxy Statement / Prospectus and Vital shall prepare and cause to be filed with the issuance SEC the Form S-4 Registration Statement, in which the Proxy Statement / Prospectus will be included as a prospectus.
(b) Vital covenants and agrees that the Proxy Statement / Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of CenterState Common Stock meeting and form of proxy included therewith), will not, at the time that the Proxy Statement / Prospectus or any amendment or supplement thereto is filed with the SEC or is first mailed to the Vital Stockholders, at the time of the Vital Stockholders’ Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Vital makes no covenant, representation or warranty with respect to statements made in the transactions contemplated Proxy Statement / Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by this AgreementImmunic specifically for inclusion therein. Charter Each of the Parties shall use commercially reasonable efforts to cause the Form S-4 Registration Statement and the Proxy Statement / Prospectus to comply with the applicable rules and regulations promulgated by the SEC in all material respects.
(c) Vital shall notify Immunic promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement / Prospectus or the Form S-4 Registration Statement or for additional information and shall supply Immunic with copies of (i) all correspondence between Vital or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement / Prospectus, the Form S-4 Registration Statement or the Contemplated Transactions and (ii) all orders of the SEC relating to the Form S-4 Registration Statement. Vital shall use its commercially reasonable efforts to deliver respond as promptly as reasonably practicable to CenterState such financial statements any comments of the SEC with respect to the Proxy Statement / Prospectus and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Form S-4 Registration Statement, and shall provide Immunic and its counsel a reasonable opportunity to participate in the formulation of any other report required response to be filed by CenterState with any such comments of the SEC. Prior to the Form S-4 Registration Statement being declared effective, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to (1) Immunic shall use its commercially reasonable efforts to cooperate with CenterState execute and CenterState’s counsel deliver to Dentons Europe LLP and accountants Dentons US LLP (collectively, “Dentons”) the applicable “Tax Representation Letter” referenced in requesting Section 5.11(b); and obtaining appropriate opinions(2) Vital shall use its commercially reasonable efforts to execute and deliver to Dentons the applicable “Tax Representation Letter” referenced in Section 5.11(b). Following the delivery of the Tax Representation Letters pursuant to the preceding sentence, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to Immunic shall use their respective its commercially reasonable efforts to cause Dentons to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinion, Dentons shall be entitled to rely on the Tax Representation Letters referred to in this Section 5.1(b) and Section 5.11(b). Vital shall use its commercially reasonable efforts to have the Form S-4 Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after it is filed with the SEC. No filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purposeof, or of any request by the SEC for the amendment or supplement of to, the Form S-4 Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staffwill be made by Vital, and shall supply Charter with copies of all correspondence between CenterState and no filing of, or amendment or supplement to, the SEC with respect to the Registration Statement. CenterState Proxy Statement / Prospectus will provide Charter and its counsel with be made by Vital, in each case, without providing Immunic a reasonable opportunity to review and comment on thereon. Each Party shall promptly furnish to the Registration Statement other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each Holder shall furnish to the Proxy Statement-Prospectus, and Parties all responses information concerning such Holder that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to requests for additional information by and replies to comments of the SEC prior to filing such withImmunic occurs, or sending such toif Immunic becomes aware of any information, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus Form S-4 Registration Statement or the Registration StatementProxy Statement / Prospectus, CenterState then Immunic shall use its commercially reasonable efforts to promptly prepare inform Vital thereof and file shall cooperate fully with Vital in filing such amendment or supplement with the SEC (and, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing such amendment or supplement to Charter stockholders Vital’s stockholders.
(if d) Prior to the Effective Time, Vital shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Vital Common Stock to be issued in the Transaction shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States and Germany in which any registered holder of Immunic Shares has an address of record.
(e) Immunic shall reasonably cooperate with Vital and provide, and require its Representatives to provide, Vital and its Representatives with all true, correct and complete information regarding Immunic that is required under by applicable Law)Legal Requirements to be included in the Form S-4 Registration Statement or reasonably requested from Immunic to be included in the Form S-4 Registration Statement.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, As promptly as may be required in order to file the Registration Statementpracticable, and in any other report required to be filed by CenterState with event within thirty (30) Business Days following the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, (i) Parent and the Company shall jointly prepare and deliver drafts of such information cause to CenterState be filed with the SEC the Proxy Statement/Prospectus in preliminary form, which shall contain the Company Recommendation (unless a Company Adverse Recommendation Change has occurred) and the Parent Recommendation (unless a Parent Adverse Recommendation Change has occurred), and (ii) Parent shall prepare and cause to reviewbe filed with the SEC the Form S-4, which shall include the Proxy Statement/Prospectus. Charter agrees to Parent shall use its commercially reasonable efforts to best efforts, and the Company shall reasonably cooperate with CenterState and CenterState’s counsel and accountants Parent in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors such efforts (including by providing all information reasonably requested by Parent in connection with the Registration Statement and preparation of the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60Form S-4) days after to have the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be Form S-4 declared effective by under the SEC Securities Act as promptly as reasonably practicable after the such filing thereof and to maintain such effectiveness for keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement, including the Merger. CenterState Parent shall also agrees to use commercially reasonable efforts to obtain take any necessary action required to be taken under any applicable state securities Law or “blue sky” permits Laws and approvals required other applicable Laws in connection with the issuance of Parent ADSs pursuant to carry out the transactions contemplated by this Agreement. After , and each party shall furnish all information concerning the Registration Statement is declared effective under Company and Parent, as applicable, as may be reasonably requested by the Securities Actother party in connection with any such action and the preparation, Charter, at its own expense, shall promptly mail or cause to be mailed filing and distribution of the Proxy Statement-/Prospectus. For the avoidance of doubt, the obligations of each party in this Section 6.1(a) shall include: provision by such party of (x) all such information about itself, its directors and its Affiliates as may be reasonably requested by the other party for inclusion in the Proxy Statement/Prospectus or Form S-4 and (y) reasonable access to, and using commercially reasonable efforts to provide reasonable assistance from, the other party’s representatives in connection therewith. No filing of, or amendment or supplement to, or correspondence to the SEC or its stockholders.
(b) CenterState will staff with respect to, the Form S-4, shall be made by Parent, or with respect to the Proxy Statement/Prospectus shall be made by the Company, or in either case any of their respective subsidiaries, without providing the other party a reasonable opportunity to review and comment thereon. Parent shall advise Charterthe Company, promptly after CenterState it receives notice thereof, of the time when the Registration Statement Form S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, the suspension of the qualification of CenterState Common Stock the Parent ADSs issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the initiation Form S-4 or threat of any proceeding comments thereon and responses thereto or requests by the SEC for any such purposeadditional information. The Company shall advise Parent, or promptly after it receives notice of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, /Prospectus or comments thereon and all responses to thereto or requests by the SEC for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECinformation. If at any time prior to the Charter Meeting there shall occur Effective Time the Company or Parent discover that any event that information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, which should be disclosed set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement-Prospectus /Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall use its commercially reasonable efforts to promptly prepare notify the other parties hereto and file such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to holders of the Company Common Stock.
(b) Whether or not the Merger is consummated, Parent and the Company shall share equally all costs and expenses incurred in connection with the SEC (if required under applicable Law) and cooperate other filing fees incident to the Form S-4 and the Proxy Statement/Prospectus and the costs and expenses associated with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)printing and mailing the Proxy Statement/Prospectus.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution of this Agreement, (i) the Company shall reasonably cooperate prepare and file the Proxy Statement/Prospectus with CenterState in order for CenterState the SEC and (ii) Parent shall cause Newco to prepare and file the Registration Statement (including with the SEC in which the Proxy Statement-/Prospectus shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Newco Class A Common Stock to be issued pursuant to the Merger. Each of Parent and the Company (i) shall cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all related documents) material respects with the SEC applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use commercially reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable and (iii) shall take any and all action required under any applicable federal or state securities laws in connection with the issuance of CenterState shares of Newco Class A Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState connection with the SECMerger. The Company and Parent shall furnish to the other all information concerning the Company, Parent, ISN and Newco as the other may reasonably request in each case, in compliance in all material respects connection with applicable Laws, and shall, as the preparation of the documents referred to herein. As promptly as practicable following execution after the Registration Statement shall have become effective, Parent and the Company shall mail the Proxy Statement/Prospectus to stockholders of this Agreement, prepare the Company.
(b) The information supplied by each of the Company and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants Parent for inclusion in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall/Prospectus shall not, as soon as is practicable, but in no event later than sixty at (60i) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After time the Registration Statement is declared effective under effective, (ii) the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed time the Proxy Statement-/Prospectus (or any amendment thereof or supplement thereto) is first mailed to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, the stockholders of the Company, (iii) the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purposeStockholders Meeting, or (iv) the Effective Time, contain any untrue statement of material fact or omit to state any request by material fact required to be stated therein or necessary in order to make the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staffstatements therein not materially misleading. If, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time, any event that or circumstance relating to the Company, Parent, ISN, or their respective Subsidiaries, officers or directors, should be disclosed discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement-Prospectus /Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof.
(c) Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of (i) any material notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the Transactions; (ii) any material notice or other communication from any regulatory authority, NASDAQ or national securities exchange in connection with the Transactions; (iii) any claims, actions, proceedings or investigations commenced or, to the best of such party's Knowledge, threatened, involving or affecting such party or any of its Subsidiaries, or any of its property or assets, or, to the best of such party's Knowledge, any employee, consultant, director or officer, in his or her capacity as such, if any party or any of its Subsidiaries, which, if pending on the date hereof, would have been required to have been disclosed in the Company Disclosure Schedule or the Registration StatementParent Disclosure Schedule, CenterState as the case may be, or which relates to the consummation of the Transactions; and (iv) any change or event that would have a Material Adverse Effect with respect to such party. Each party shall use promptly provide the other party (or its commercially reasonable efforts to promptly prepare counsel) copies of all filings made by such party with any Governmental Entity in connection with this Agreement and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)Transactions.
Appears in 1 contract
Sources: Merger Agreement (Usani LLC)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare Upon the execution and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution delivery of this Agreement, prepare LCNB and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to CNNB shall promptly cause the Registration Statement to be prepared and LCNB shall cause the Registration Statement to be filed with the SEC. LCNB and CNNB shall use their commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly soon as reasonably practicable after the filing thereof thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to maintain such effectiveness for the Effective Time, any event relating to CNNB or LCNB is discovered by CNNB or LCNB, as long as necessary to consummate applicable, which should be set forth in an amendment of, or a supplement to, the Merger and Registration Statement, the discovering party shall promptly inform the other transactions contemplated by this Agreementparty with all relevant information relating to such event, whereupon LCNB shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC after CNNB shall have been given reasonable time to review such amendment. CenterState Upon the effectiveness of such amendment, each of CNNB and LCNB (if prior to the meeting of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. LCNB shall also agrees to use commercially reasonable best efforts to obtain any all necessary state securities Law law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and CNNB shall furnish all information concerning CNNB and the holders of CNNB Common Stock as may be reasonably requested in connection with any such action. After CNNB and LCNB shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, LCNB and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect CNNB each agrees to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts and to promptly cooperate with the other party in all reasonable respects to prepare and file such amendment or supplement the Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to the CNNB shareholders.
(if required under applicable Lawc) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and cooperate with Charter take the necessary steps to mail such amendment or supplement to Charter stockholders (if required under applicable Law)correct the Proxy Statement/Prospectus.
Appears in 1 contract
Sources: Merger Agreement (LCNB Corp)
Registration Statement; Proxy Statement/Prospectus. The information supplied by DPAC or Merger Sub for inclusion in the registration statement on Form S-4 (aor such other or successor form as shall be appropriate) Charter pursuant to which the shares of DPAC Common Stock to be issued in the Merger will be registered with the SEC (the “Registration Statement”) shall reasonably cooperate with CenterState in order for CenterState to prepare and file not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by DPAC or Merger Sub for inclusion in the proxy statement/prospectus (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement-Prospectus and all related documents”) with to be provided to the SEC shareholders of DPAC in connection with the issuance meeting of CenterState Common Stock in DPAC’s shareholders to consider the transactions contemplated by this Agreement. Charter Merger (the “DPAC Shareholders Meeting”) shall use its commercially reasonable efforts not, on the date the Proxy Statement is first mailed to deliver DPAC’s shareholders, at the time of the DPAC Shareholders Meeting or at the Effective Time, contain any statement that, at any such time, is false or misleading with respect to CenterState such financial statements and related analysis of Charterany material fact, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required or omit to state any material fact necessary in order to file make the Registration Statement, and any other report required to be filed by CenterState with the SECstatements made therein, in each caselight of the circumstances under which they are made, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to reviewnot false or misleading. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the The Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to shall be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long amended or supplemented as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain correct any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale statement in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC earlier communication with respect to any offer of DPAC Common Stock or the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on solicitation of proxies for the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, DPAC Shareholders Meeting that has become false or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECmisleading. If at any time prior to the Charter Meeting there shall occur Effective Time any event or information should be discovered by DPAC that should be disclosed set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement-Prospectus or , DPAC shall promptly amend the Registration Statement or supplement the Proxy Statement, CenterState shall use its commercially reasonable efforts as applicable, and inform QuaTech. Notwithstanding the foregoing, DPAC makes no representation, warranty or covenant with respect to promptly prepare and file such amendment any information supplied by or supplement respecting QuaTech (other than information supplied by QuaTech with respect to DPAC) that is contained in any of the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as reasonably practicable following the date hereof, the Company and Parent shall reasonably cooperate prepare and file with CenterState in order for CenterState to the SEC mutually acceptable proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file the Registration Statement (including the Statement. The Joint Proxy Statement-/Prospectus will be included in and all related documents) with the SEC in connection with the issuance will constitute a part of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement as Parent's prospectus. The Registration Statement and the Joint Proxy Statement, and any other report required /Prospectus shall comply as to be filed by CenterState with the SEC, in each case, in compliance form in all material respects with the applicable Laws, provisions of the Securities Act and shall, as promptly as practicable following execution the Exchange Act and the rules and regulations thereunder. Each of this Agreement, prepare Parent and deliver drafts of such information to CenterState to review. Charter agrees to the Company shall use its commercially reasonable best efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with have the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated thereby.
(b) Parent and the Company 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, with respect to the Joint Proxy Statement/Prospectus received from the SEC. Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such with the SEC, and will provide the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a party which are -------- incorporated by reference in the Registration Statement or the Joint Proxy Statement/Prospectus, this Agreement. CenterState also agrees right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations.
(c) Parent will use commercially reasonable best efforts to obtain any necessary state securities Law or “blue sky” permits cause the Joint Proxy Statements/Prospectus to be mailed to Parent's stockholders, and approvals required the Company will use reasonable best efforts to carry out cause the transactions contemplated by this Agreement. After Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case after the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(bd) CenterState Each party will advise Charterthe other party, promptly after CenterState it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order or order, the suspension of the qualification of CenterState the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement Joint Proxy Statement/Prospectus or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time any event that information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be disclosed discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement-/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the party which discovers such information shall use its commercially reasonable efforts promptly notify the other party hereto and, to promptly prepare and file such the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC (if required under applicable Law) and cooperate with Charter disseminated to mail such amendment or supplement to Charter the stockholders (if required under applicable Law)of Parent and the Company.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution of this Agreement, (i) the Company shall reasonably cooperate prepare and file the Proxy Statement/Prospectus with CenterState in order for CenterState the SEC and (ii) Parent shall cause Newco to prepare and file the Registration Statement (including with the SEC in which the Proxy Statement-/Prospectus shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Newco Class A Common Stock to be issued pursuant to the Mergers. Each of ISN, Parent and the Company (i) shall cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all related documents) material respects with the SEC applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use commercially reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable and (iii) shall take any and all action required under any applicable federal or state securities laws in connection with the issuance of CenterState shares of Newco Class A Common Stock in connection with the transactions contemplated by this AgreementMergers. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of CharterThe Company, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration StatementISN, and any Parent shall furnish to the other report required to be filed by CenterState parties all information concerning the Company, Parent, ISN and Newco as the other parties may reasonably request in connection with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as preparation of the documents referred to herein. As promptly as practicable following execution after the Registration Statement shall have become effective, ISN, Parent and the Company shall mail the Proxy Statement/Prospectus to stockholders of this Agreementthe Company and the unitholders of ISN.
(b) The information supplied by each of the Company, prepare ISN, and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants Parent for inclusion in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shallStatement/ Prospectus shall not, as soon as is practicable, but in no event later than sixty at (60i) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After time the Registration Statement is declared effective under effective, (ii) the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed time the Proxy Statement-/Prospectus (or any amendment thereof or supplement thereto) is first mailed to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, the stockholders of the Company and the unitholders of ISN, (iii) the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purposeStockholders Meeting, or (iv) the Effective Time, contain any untrue statement of material fact or omit to state any request by material fact required to be stated therein or necessary in order to make the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staffstatements therein not materially misleading. If, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time, any event that or circumstance relating to the Company, Parent, ISN, or their respective Subsidiaries or officers or directors, should be disclosed discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement-Prospectus /Prospectus, such party shall promptly inform the other parties thereof and take appropriate action in respect thereof.
(c) Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of (i) any material notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the Transactions; (ii) any material notice or other communication from any regulatory authority, NASDAQ or national securities exchange in connection with the 63 Transactions; (iii) any claims, actions, proceedings or investigations commenced or, to the best of such party's Knowledge, threatened, involving or affecting such party or any of its Subsidiaries, or any of its property or assets, or, to the best of such party's Knowledge, any employee, consultant, director or officer, in his or her capacity as such, which, if pending on the date of the Original Merger Agreement, would have been required to have been disclosed in the Company Disclosure Schedule or the Registration StatementParent Disclosure Schedule, CenterState as the case may be, or which relates to the consummation of the Transactions; and (iv) any change or event that would have a Material Adverse Effect with respect to such party. Each party shall use promptly provide the other party (or its commercially reasonable efforts to promptly prepare counsel) copies of all filings made by such party with any Governmental Entity in connection with this Agreement and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)Transactions.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate As promptly as practicable following the execution and delivery of this Agreement, the Company and SPAC shall, in accordance with CenterState in order for CenterState to this Section 7.1, jointly prepare and the Company shall file with the SEC a mutually agreed upon (such agreement not to be unreasonably withheld, conditioned or delayed by either SPAC or the Company, as applicable) (i) registration statement on Form F-4 (as such filing is amended or supplemented, the “Registration Statement”) for the purpose of registering under the Securities Act the offer and sale of the Company Common Shares to be issued in the Reclassification (as adjusted by the Stock Split), the Company Common Shares to be issued as the Merger Consideration, the Company Warrants, and the Company Common Shares issuable upon the automatic exercise of the Price Adjustment Rights and (ii) proxy statement/prospectus to be filed with the SEC as part of the Registration Statement and sent to the SPAC Stockholders relating to the SPAC Special Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”), both of which shall comply as to form, in all material respects, with the provisions of the Securities Act and Exchange Act (as applicable), for the purpose of (A) providing the SPAC Stockholders with notice of the opportunity to redeem shares of SPAC Class A Stock (the “SPAC Stockholder Redemption”) and (B) soliciting proxies from the SPAC Stockholders to vote at the SPAC Special Meeting in favor of the SPAC Stockholder Matters.
(b) Each of the Company and SPAC shall use their respective commercially reasonable efforts to (i) cause the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts /Prospectus), when filed, to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance comply in all material respects with all applicable LawsLegal Requirements, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60ii) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC respond as promptly as reasonably practicable after to and resolve all comments received from the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law SEC or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After its staff concerning the Registration Statement is (including the Proxy Statement/Prospectus), (iii) have the Registration Statement declared effective under the Securities Act, Charter, at its own expense, shall Act as promptly mail or cause as practicable after the date on which the Registration Statement is initially filed with the SEC and (iv) keep the Registration Statement effective for so long as necessary to be mailed complete the Proxy Statement-Prospectus to its stockholdersReclassification and the Merger.
(bc) CenterState will advise CharterIf, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur SPAC Special Meeting, any event that should information relating to SPAC or the Company, or any of their respective Affiliates, officers or directors, is discovered by SPAC or the Company which is required to be disclosed set forth in an amendment or supplement to the Proxy Statement-Prospectus Registration Statement so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly inform the other Party and each of SPAC and the Company shall cooperate reasonably in connection with preparing an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by law, disseminating such information to the SPAC Stockholders.
(d) The Company and SPAC shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws. The Company and SPAC agree to use its commercially reasonable efforts to promptly prepare provide the other Party with all information in its possession concerning the business, management, operations and file financial condition of such amendment or supplement Party reasonably requested by the other Party for inclusion in the Registration Statement. The Company and SPAC shall cause the officers and employees of such Party to be reasonably available, during the Company’s normal business hours, to the other Party and its counsel, auditors and other advisors in connection with the SEC (if required under applicable Law) drafting of the Registration Statement and cooperate with Charter responding in a timely manner to mail such amendment or supplement to Charter stockholders (if required under applicable Law)comments on the Registration Statement from the SEC.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Fintech Acquisition Corp V)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to The Company shall, promptly following the date hereof, prepare and file with the Registration SEC a Proxy Statement (including relating to the Merger and this Agreement, obtain and furnish the information required to be included by the SEC in the Proxy Statement and respond promptly to any comments made by the SEC with respect to the Proxy Statement-Prospectus , and all related documents) with cause the SEC Proxy Statement and the prospectus to be included in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and including any other report required amendment or supplement thereto, to be filed mailed to its stockholders at the earliest practicable date after the Registration Statement is declared effective by CenterState with the SEC, in each case, in compliance in . The Company shall use all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate obtain the necessary approval of the Merger and this Agreement by its stockholders. Unless the Company shall have taken action permitted by the second sentence of Section 4.3(c), the Company shall not file with CenterState and CenterState’s counsel and accountants or supplementally provide to the SEC or mail to its stockholders the Proxy Statement or any amendment or supplement thereto without Parent's prior consent, which consent shall not be unreasonably withheld or delayed. The Company shall allow Parent's full participation in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration preparation of the Proxy Statement and any amendment or supplement thereto and shall consult with Parent and its advisors concerning any comments from the Proxy Statement-Prospectus. CenterState SEC with respect thereto.
(b) Parent shall, as soon as is practicable, but in no event later than sixty (60) days after promptly following the date hereof, prepare and file with the SEC a Registration Statement on Form S-4, in which the Proxy Statement shall be included as part of the prospectus, and the parties hereto shall use all reasonable efforts to have the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after such filing. Parent shall obtain and furnish the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals information required to carry out the transactions contemplated by this Agreement. After be included in the Registration Statement is declared effective under and, after consultation with the Securities ActCompany, Charter, at its own expense, shall respond promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and made by the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on Parent shall allow the Company's full participation in the preparation of the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement thereto and shall consult with the Company and its advisors concerning any comments from the SEC with respect thereto.
(c) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger, except to the Proxy Statement-Prospectus extent that the Company shall have withdrawn or modified its recommendation of this Agreement or the Registration StatementMerger as permitted by Section 4.3(c).
(d) Parent and the Company shall, CenterState as promptly as practicable, make all necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the Regulations thereunder and under applicable Blue Sky or similar securities Laws, and shall use its commercially all reasonable efforts to promptly obtain required Approvals with respect thereto.
(e) Each party hereto agrees to furnish all information concerning itself as may be reasonably required to prepare and file the Proxy Statement or Registration Statement or to make such amendment filings pursuant to Section 5.1(d). Each party hereto agrees to correct any information provided by it for use in the Proxy Statement or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment Registration Statement that has become false or supplement to Charter stockholders (if required under applicable Law)misleading in any material respect.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution and delivery of this Agreement, Parent and the Company shall reasonably cooperate prepare, and Parent shall file with CenterState in order for CenterState to prepare and file the SEC, a Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC on Form S-4 in connection with the issuance of CenterState shares of Parent Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, Merger (as may be required in order amended or supplemented from time to file time, the “Registration Statement”). The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and any other report required to be filed by CenterState with (ii) a proxy statement of the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to Company for use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement solicitation of proxies for the Merger Proposal to be considered at the Company Stockholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”). Each of Parent and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file Company shall use its reasonable best efforts to have the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after such filing with the filing thereof SEC and to maintain such effectiveness for as long as necessary keep the Registration Statement effective through the Closing in order to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out Without limiting the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, generality of the time when the Registration Statement has become effective or any supplement or amendment has been filedforegoing, each of the issuance of any stop order or Company and Parent shall, and shall cause its respective representatives to, fully cooperate with the suspension of other party hereto and its respective representatives in the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement preparation of the Registration Statement or upon and the receipt of any comments (whether written or oral) from the SEC or its staffProxy Statement/Prospectus, and shall supply Charter furnish the other party hereto with copies all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of all correspondence between CenterState the Registration Statement and the SEC with respect to Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Parent and the Registration Statement. CenterState will Company shall provide Charter and its counsel the other party hereto with a reasonable opportunity to review and comment on thereon. As promptly as practicable after the Registration Statement is declared effective by the SEC, Parent and the Company shall cause the Proxy Statement-Prospectus/Prospectus to be disseminated to the stockholders of the Company.
(b) Unless the Company Board shall have effected a Company Board Recommendation Change in compliance with the terms and conditions set forth in this Agreement, the Proxy Statement/Prospectus shall include the Company Board Recommendation.
(c) Except as otherwise set forth in this Agreement or as may be required by applicable Law or Order, neither Parent nor the Company shall effect any amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Registration Statement without the prior consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Company, in connection with a Company Board Recommendation Change pursuant to and in accordance with Section 6.7, may amend or supplement the proxy statement for the Company pursuant to a Qualifying Amendment to effect such change, and all responses in such event, the right of approval set forth in this Section 6.5(c) shall apply only with respect to requests for additional such information by relating to the other party or its business, financial condition or results of operations, and replies shall be subject to comments the Company’s right to have the deliberations and conclusions of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECCompany Board accurately described. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in A “Qualifying Amendment” means an amendment or supplement to the Proxy Statement-Prospectus or proxy statement for the Registration StatementCompany if and solely to the extent that it contains (i) a Company Board Recommendation Change, CenterState shall use (ii) a statement of the reasons of the Company Board for making such Company Board Recommendation Change, and (iii) additional information the Company determines, in its commercially reasonable efforts sole discretion, to promptly prepare and file such amendment or supplement with be reasonably related to the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)foregoing.
Appears in 1 contract
Sources: Merger Agreement (NetApp, Inc.)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to The Company shall, promptly following the date hereof, prepare and file with the Registration SEC a Proxy Statement (including relating to the Merger and this Agreement, obtain and furnish the information required to be included by the SEC in the Proxy Statement and respond promptly to any comments made by the SEC with respect to the Proxy Statement-Prospectus , and all related documents) with cause the SEC Proxy Statement and the prospectus to be included in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and including any other report required amendment or supplement thereto, to be filed mailed to its Stockholders at the earliest practicable date after the Registration Statement is declared effective by CenterState with the SEC, in each case, in compliance in . The Company shall use all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate obtain the necessary approval of the Merger and this Agreement by its Stockholders. Unless the Company shall have taken action permitted by the second sentence of Section 4.2(c), the Company shall not file with CenterState or supplementally provide to the SEC or mail to its Stockholders the Proxy Statement or any amendment or supplement thereto without Parent's prior consent, which consent shall not be unreasonably withheld or delayed. The Company shall allow Parent's full participation in the preparation of the Proxy Statement and CenterState’s counsel any amendment or supplement thereto and accountants shall consult with Parent and its advisors concerning any comments from the SEC with respect thereto.
(b) Parent shall prepare and file with the SEC a Registration Statement on Form S-4, in requesting which the Proxy Statement shall be included as a prospectus, and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the parties hereto shall use all reasonable efforts to have the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after such filing. Parent shall obtain and furnish the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals information required to carry out the transactions contemplated by this Agreement. After be included in the Registration Statement is declared effective under and, after consultation with the Securities ActCompany, Charter, at its own expense, shall respond promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and made by the SEC with respect to the Registration Statement. CenterState will provide Charter .
(c) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and its counsel with a reasonable opportunity to review and comment on the Registration Statement adoption of this Agreement and the Proxy Statement-ProspectusMerger, except to the extent that the Company shall have withdrawn or modified its recommendation of this Agreement or the Merger as permitted by Section 4.2(c).
(d) Parent and the Company shall, as promptly as practicable, make all necessary filiIngs with respect to the Merger under the Securities Act and the Exchange Act and the Regulations thereunder and under applicable Blue Sky or similar securities Laws, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially all reasonable efforts to promptly obtain required Approvals with respect thereto.
(e) Each party hereto agrees to furnish all information concerning itself as may be reasonably required to prepare and file the Proxy Statement or Registration Statement or to make such amendment filings pursuant to Section 5.1(d). Each party hereto agrees to correct any information provided by it for use in the Proxy Statement or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment Registration Statement that has become false or supplement to Charter stockholders (if required under applicable Law)misleading in any material respect.
Appears in 1 contract
Sources: Merger Agreement (Mapquest Com Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter The Company (with Parent’s reasonable cooperation) shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof date of this Agreement a mutually acceptable Proxy Statement/Prospectus (as part of the Form S-4 Registration Statement), and Parent (with the Company’s reasonable cooperation) shall prepare as promptly as reasonably practicable after the date of this Agreement and file with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included. Each party shall cooperate with the other party in the preparation of the Proxy Statement/Prospectus and the Form S-4 Registration Statement and any amendment or supplement thereto (and to maintain such effectiveness for as long as necessary review any comments of the SEC or its staff on the Proxy Statement/Prospectus, the Form S-4 Registration Statement or any amendment or supplement thereto), and shall consider in good faith all reasonable comments made by the other party, prior to consummate the Merger filing thereof. Each of Parent and the Company shall use their reasonable best efforts to: (i) cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable forms, rules and regulations promulgated by the SEC; (ii) to promptly notify the other transactions contemplated by this Agreementof, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff; and (iii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. CenterState also agrees to The Company shall use commercially reasonable best efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required cause the Proxy Statement/Prospectus to carry out be mailed to the transactions contemplated by this Agreement. After Company’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act, Charter, at its own expense, . Each party shall promptly mail furnish to the other party all information required or cause to be mailed reasonably requested by the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charterother party in connection with any such action and the preparation, promptly after CenterState receives notice thereof, filing and distribution of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement-/Prospectus. In addition, and all responses to requests for additional information by and replies to comments the Company shall use its reasonable best efforts to: (A) provide interim financial statements of the SEC prior Acquired Companies (including footnotes) that are required by the Securities Act to filing such with, or sending such to, be included in the SEC, Form S-4 Registration Statement that have been reviewed by the Company’s independent registered public accounting firm; (B) provide management’s discussion and CenterState will provide Charter analysis of interim and its counsel with a copy of all such filings made with annual consolidated financial statements; (C) cause the SEC. If at any time prior Company’s independent registered public accounting firm to consent to the Charter Meeting there shall occur inclusion or incorporation by reference of the audit reports on the annual audited consolidated financial statements of the Company included in the Form S-4 Registration Statement; (D) provide information necessary to prepare selected financial data with respect to the Company as required by the Securities Act; and (E) provide information concerning the Company necessary to enable Parent and the Company to prepare required pro forma financial statements and related footnotes, in each case, to the extent reasonably necessary to permit Parent to prepare the Form S-4 Registration Statement.
(b) If the Company or Parent becomes aware of any event information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-Prospectus /Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Registration Proxy Statement, CenterState shall use its commercially reasonable efforts /Prospectus prior to promptly prepare and file it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC SEC; and (iv) if required under applicable Law) and mailing is appropriate, cooperate with Charter to mail in mailing such amendment or supplement to Charter the stockholders of the Company.
(if c) Prior to the Effective Time, Parent and the Company shall use their respective reasonable best efforts to take all other action required to be taken under the Securities Act (and the rules and regulations of the SEC promulgated thereunder), the Exchange Act (and the rules and regulations of the SEC promulgated thereunder) or under any applicable Law)state securities or “blue sky” laws (and the rules and regulations promulgated thereunder) in connection with the issuance, exchange and listing of Parent Common Stock to be issued in the Merger, except that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Ansys Inc)
Registration Statement; Proxy Statement/Prospectus. (ai) Charter As promptly as reasonably practicable following the execution and delivery of this Agreement, Acquiror and Blade shall reasonably cooperate jointly prepare, and Acquiror shall file with CenterState the SEC, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) pursuant to which shares of Acquiror Common Stock issuable in order for CenterState to prepare and file the Registration Statement Transactions (including the Proxy Statement-Prospectus Conversion and all related documentsthe Merger) with will be registered under the SEC Securities Act, which shall include a proxy statement in connection with the issuance Transactions (the “Proxy Statement / Prospectus”) to be sent to the shareholders of CenterState Common Stock Acquiror in advance of the transactions contemplated Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s shareholders with the opportunity to redeem shares of Acquiror Class A Ordinary Shares by this Agreementtendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Shareholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Shareholder Matters. Charter Without the prior written consent of Blade, the Acquiror Shareholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s shareholders at the Special Meeting, as adjourned or postponed. Acquiror and Blade will use its commercially their respective reasonable best efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with cause the Registration Statement and the Proxy Statement-ProspectusStatement / Prospectus to comply as to form and substance with the applicable requirements of the SEC and the rules and regulations thereunder, 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 Transactions. CenterState shallAcquiror shall (I) file the definitive Proxy Statement / Prospectus with the SEC and (II) cause the Proxy Statement / Prospectus to be mailed to its shareholders of record, as soon of the record date to be established by the Acquiror Board in accordance with Section 8.02(b), as is practicable, promptly as practicable (but in no event later less than sixty (60five Business Days except as otherwise required by applicable Law) days after following the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After upon which the Registration Statement is declared effective under by the Securities ActSEC (such earlier date, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders“Registration Statement Effectiveness Date”).
(bii) CenterState Prior to filing with the SEC, Acquiror will make available to Blade and its counsel drafts of the Registration Statement and the Proxy Statement / Prospectus and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Registration Statement and the Proxy Statement / Prospectus or such other document and will provide Blade and its counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC without the prior consent of Blade (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror will advise Charter, Blade promptly after CenterState it receives notice thereof, of of: (A) the time when the Registration Statement has become effective or been filed; (B) the time when the Registration Statement is declared effective; (C) the filing of any supplement or amendment has been filed, to the Registration Statement or the Proxy Statement / Prospectus; (D) any request by the SEC for amendment of the Registration Statement or the Proxy Statement / Prospectus; (E) any comments from the SEC relating to the Registration Statement or the Proxy Statement / Prospectus and responses thereto; (F) requests by the SEC for additional information; and (G) the issuance of any stop order or the suspension of the qualification of CenterState the Acquiror Common Stock for offering or sale in any jurisdiction, jurisdiction or of the initiation or written threat of any proceeding for any such purpose, or of . Acquiror shall respond to any request by the SEC for the amendment or supplement of comments on the Registration Statement or upon the Proxy Statement / Prospectus as promptly as practicable following receipt by Acquiror of any such SEC comments (whether written except to the extent due to the failure of Blade to timely provide information required to respond to such SEC comments) and shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable; provided, that prior to responding to any requests or oral) comments from the SEC or SEC, Acquiror will make available to Blade and its staff, counsel drafts of any such response and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter Blade and its counsel with a reasonable opportunity to review and comment on the Registration Statement such drafts and the Proxy Statement-Prospectusshall consider in good faith any such comments.
(iii) If, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting Special Meeting, there shall occur be discovered any event information that should be disclosed set forth in an amendment or supplement to the Registration Statement or the Proxy Statement-Statement / Prospectus so that the Registration Statement or the Proxy Statement / Prospectus 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, Acquiror shall promptly file an amendment or supplement to the Registration Statement or the Proxy Statement / Prospectus containing such information.
(iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. Each of Acquiror and Blade 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 Registration Statement, CenterState shall use its commercially reasonable efforts the Proxy Statement / Prospectus or any other statement, filing, notice or application made by or on behalf of Acquiror, Blade, or their respective Affiliates to promptly prepare and file such amendment or supplement any regulatory authority (including Nasdaq) in connection with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)Transactions.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution of this Agreement, (i) the Company shall reasonably cooperate with CenterState in order for CenterState to prepare and file with the SEC a proxy statement relating to the Company Meeting to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement/Prospectus") and (ii) the Parent shall prepare and file with the SEC a registration statement (together with all amendments thereto, the "Registration Statement") in which the Proxy Statement/Prospectus shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued pursuant to the Merger. Each of the Parent and the Company (i) shall cause the Proxy Statement/Prospectus and the Registration Statement (including the Proxy Statement-Prospectus and to comply as to form in all related documents) material respects with the SEC applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use commercially reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and (iii) shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of CenterState shares of Parent Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState connection with the SEC, Merger. The Company and the Parent shall furnish to the other all information concerning the Company and the Parent as the other may reasonably request in each case, in compliance in all material respects connection with applicable Laws, and shall, as the preparation of the documents referred to herein. As promptly as practicable following execution after the Registration Statement shall have become effective, the Parent and the Company shall mail the Proxy Statement/ Prospectus to stockholders of this Agreement, prepare the Company.
(b) The information supplied by each of the Company and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants the Parent for inclusion in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shallStatement/ Prospectus shall not, as soon as is practicable, but in no event later than sixty at (60i) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After time the Registration Statement is declared effective under effective, (ii) the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed time the Proxy Statement-/Prospectus (or any amendment thereof or supplement thereto) is first mailed to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, the stockholders of the Company, (iii) the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purposeCompany Meeting, or (iv) the Effective Time, contain any untrue statement of a material fact or omit to state any request by material fact required to be stated therein or necessary in order to make the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staffstatements therein not misleading. If, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time, any event that or circumstance relating to the Company, any Company Subsidiary, the Parent, any Parent Subsidiary, or their respective officers or directors, should be disclosed discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement-Prospectus or Statement/ Prospectus, such party shall promptly inform the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare other thereof and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)take appropriate action in respect thereof.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter Registration Statement and "Blue Sky" Approvals. As soon as practicable following the execution of this Agreement and after the furnishing by Centennial of all information required to be contained therein, Crescent Financial shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with under the 1933 Act a registration statement on Form S-4 (or on such other form as Crescent Financial shall determine to be appropriate) (the "Registration Statement") covering the Crescent Financial Stock to be issued to shareholders of Centennial pursuant to this Agreement. Additionally, Crescent Financial shall take all such other actions, if any, as shall be required by applicable state securities or "blue sky" laws (i) to cause the Crescent Financial Stock to be issued upon consummation of the Merger, and at the time of the issuance thereof, to be duly qualified or registered (unless exempt) under such laws, (ii) to cause all conditions to any exemptions from qualification or registration under such laws to have been satisfied, and (iii) to obtain any and all required approvals or consents to the issuance of CenterState Common Stock in the transactions contemplated by this Agreementsuch stock. Charter Crescent Financial shall use its commercially reasonable efforts to deliver to CenterState such financial statements Centennial and related analysis its counsel a preliminary draft of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, /Prospectus as soon as is practicable, but in no event later than sixty (60) days practicable after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, Preparation and Distribution of Proxy Statement/Prospectus. Crescent Financial and Centennial jointly shall prepare a "Proxy Statement/Prospectus" for distribution to the time when shareholders of Centennial as the Registration Statement has become effective or any supplement or amendment has been filed, proxy statement relating to solicitation of proxies for use at the issuance shareholders' meeting contemplated in Section 4.3(a) above and as Crescent Financial's prospectus relating to the offer and distribution of any stop order or the suspension of the qualification of CenterState Common Crescent Financial Stock for offering or sale as described herein. The Proxy Statement/Prospectus shall be in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, form and shall supply Charter with copies of all correspondence between CenterState contain or be accompanied by such information regarding the shareholders' meeting, this Agreement, the parties hereto, the Merger and the SEC with respect to the Registration Statementother transactions described herein as is required by applicable law and regulations and otherwise as shall be agreed upon by Crescent Financial and Centennial. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and Crescent Financial shall include the Proxy Statement-Prospectus, /Prospectus as the prospectus in its "Registration Statement" described above; and all responses Crescent Financial and Centennial shall cooperate with each other in good faith and shall use their best efforts to requests for additional information by and replies cause the Proxy Statement/Prospectus to comply with any comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time Centennial shall mail the Proxy Statement/Prospectus to its shareholders prior to the Charter Meeting there scheduled date of their shareholders' meetings; provided, however, that no such materials shall occur any event be mailed to Centennial's shareholders unless and until Crescent Financial shall have determined to its own satisfaction that should be disclosed the conditions specified in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable LawSections 7.1(b) and cooperate with Charter to mail (c) below have been satisfied and shall have approved such amendment or supplement to Charter stockholders (if required under applicable Law)mailing.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably Buyer and Company agree to cooperate with CenterState in order for CenterState to prepare and file the preparation of the Registration Statement (including the Proxy Statement-Prospectus and all related documents) to be filed by Buyer with the SEC in connection with the issuance of CenterState the Buyer Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements Merger (including the proxy statement and related analysis prospectus and other proxy solicitation materials of Charter, including Company constituting a part thereof (the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60”) days after the date hereof, file the Registration Statement with the SECand all related documents). Each of CenterState Buyer and Charter Company agree to use their respective commercially its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreementthereof. CenterState Buyer also agrees to use commercially reasonable best efforts to obtain any necessary state securities Law law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and Company’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. After the Registration Statement is declared effective under the Securities Act, CharterCompany, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholdersshareholders.
(b) CenterState Buyer will advise CharterCompany, promptly after CenterState Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.
(c) The Proxy Statement-Prospectus and the Registration Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each party will notify the other party promptly upon the receipt of any comments (whether written or oral) from the SEC or its staffstaff and of any request by the SEC or its staff or any government officials for amendments or supplements to the Registration Statement, the Proxy Statement-Prospectus, or for any other filing or for additional information and shall will supply Charter the other party with copies of all correspondence between CenterState such party or any of its representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement-Prospectus, the A-28 Merger or any other filing. CenterState If at any time prior to the Company Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, Company and Buyer shall use their reasonable best efforts to promptly prepare, file with the SEC (if required under applicable Law) and mail to Company’s shareholders such amendment or supplement. Buyer shall not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by Company’s shareholders who may be Affiliates of Company or Buyer pursuant to Rule 145 under the Securities Act.
(d) Buyer will provide Charter Company and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter Company and its counsel with a copy of all such filings made with the SEC. If at Until such time as the Board of Directors of Company takes any time prior of the actions with respect to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement Acquisition Proposal permitted pursuant to Section 5.09 of this Agreement, Company will provide Buyer and its counsel with a reasonable opportunity to review and comment on the Proxy Statement-Prospectus and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the Registration StatementSEC, CenterState shall use and will provide Buyer and its commercially reasonable efforts to promptly prepare and file counsel with a copy of all such amendment or supplement filings made with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)SEC.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate As promptly as practicable following the execution and delivery of this Agreement, the Company and SPAC shall, in accordance with CenterState in order for CenterState to this Section 7.1, jointly prepare and the Company shall file with the SEC a mutually agreed upon (such agreement not to be unreasonably withheld, conditioned or delayed by either SPAC or the Company, as applicable) (i) registration statement on Form F-4 (as such filing is amended or supplemented, the “Registration Statement”) for the purpose of registering under the Securities Act the offer and sale of the Class A Company Ordinary Shares to be issued as the Merger Consideration and the Company Warrants and (ii) proxy statement/prospectus to be filed with the SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Special Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”), both of which shall comply as to form, in all material respects, with the provisions of the Securities Act and Exchange Act (as applicable), for the purpose of (A) providing the SPAC Shareholders with notice of the opportunity to redeem SPAC Class A Shares (the “SPAC Shareholder Redemption”) and (B) soliciting proxies from the SPAC Shareholders to vote at the SPAC Special Meeting in favor of the SPAC Shareholder Matters. In the event there is any tax opinion, comfort letter or other opinion required to be provided in connection with the Registration Statement or Proxy Statement/Prospectus, notwithstanding anything to the contrary, neither this provision nor any other provision in this Agreement shall require counsel to the Company or SPAC or their respective tax advisors to provide an opinion that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code or otherwise qualifies for the Intended Tax Treatment.
(b) Each of the Company and SPAC shall use their respective commercially reasonable efforts to (i) cause the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts /Prospectus), when filed, to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance comply in all material respects with all applicable LawsLegal Requirements, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60ii) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC respond as promptly as reasonably practicable after to and resolve all comments received from the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law SEC or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After its staff concerning the Registration Statement is (including the Proxy Statement/Prospectus), (iii) have the Registration Statement declared effective under the Securities Act, Charter, at its own expense, shall Act as promptly mail or cause as practicable after the date on which the Registration Statement is initially filed with the SEC and (iv) keep the Registration Statement effective for so long as necessary to be mailed complete the Proxy Statement-Prospectus to its stockholdersReclassification and the Merger.
(bc) CenterState will advise CharterIf, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur SPAC Special Meeting, any event that should information relating to SPAC or the Company, or any of their respective Affiliates, officers or directors, is discovered by SPAC or the Company which is required to be disclosed set forth in an amendment or supplement to the Proxy Statement-Prospectus Registration Statement so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly inform the other Parties and each of SPAC and the Company shall cooperate reasonably in connection with preparing an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by law, disseminating such information to the SPAC Shareholders.
(d) The Company and SPAC shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws. The Company and SPAC agree to use its commercially reasonable efforts to promptly prepare provide the other Party with all information in its possession concerning the business, management, operations and file financial condition of such amendment or supplement Party reasonably requested by the other Party for inclusion in the Registration Statement. The Company and SPAC shall cause the officers and employees of such Party to be reasonably available, during such Party’s normal business hours, to the other Party and its counsel, auditors and other advisors in connection with the SEC (if required under applicable Law) drafting of the Registration Statement and cooperate with Charter responding in a timely manner to mail such amendment or supplement to Charter stockholders (if required under applicable Law)comments on the Registration Statement from the SEC.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to The Company shall, promptly following the date hereof, prepare and file with the Registration SEC a Proxy Statement (including relating to the Merger and this Agreement, obtain and furnish the information required to be included by the SEC in the Proxy Statement and respond promptly to any comments made by the SEC with respect to the Proxy Statement-Prospectus , and all related documents) with cause the SEC Proxy Statement and the prospectus to be included in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and including any other report required amendment or supplement thereto, to be filed mailed to its Stockholders at the earliest practicable date after the Registration Statement is declared effective by CenterState with the SEC, in each case, in compliance in . The Company shall use all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate obtain the necessary approval of the Merger and this Agreement by its Stockholders. Unless the Company shall have taken action permitted by the second sentence of Section 4.2(c), the Company shall not file with CenterState or supplementally provide to the SEC or mail to its Stockholders the Proxy Statement or any amendment or supplement thereto without Parent's prior consent, which consent shall not be unreasonably withheld or delayed. The Company shall allow Parent's full participation in the preparation of the Proxy Statement and CenterState’s counsel any amendment or supplement thereto and accountants shall consult with Parent and its advisors concerning any comments from the SEC with respect thereto.
(b) Parent shall prepare and file with the SEC a Registration Statement on Form S-4, in requesting which the Proxy Statement shall be included as a prospectus, and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the parties hereto shall use all reasonable efforts to have the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after such filing. Parent shall obtain and furnish the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals information required to carry out the transactions contemplated by this Agreement. After be included in the Registration Statement is declared effective under and, after consultation with the Securities ActCompany, Charter, at its own expense, shall respond promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and made by the SEC with respect to the Registration Statement. CenterState will provide Charter .
(c) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and its counsel with a reasonable opportunity to review and comment on the Registration Statement adoption of this Agreement and the Proxy Statement-ProspectusMerger, except to the extent that the Company shall have withdrawn or modified its recommendation of this Agreement or the Merger as permitted by Section 4.2(c).
(d) Parent and the Company shall, as promptly as practicable, make all necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the Regulations thereunder and under applicable Blue Sky or similar securities Laws, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially all reasonable efforts to promptly obtain required Approvals with respect thereto.
(e) Each party hereto agrees to furnish all information concerning itself as may be reasonably required to prepare and file the Proxy Statement or Registration Statement or to make such amendment filings pursuant to Section 5.1(d). Each party hereto agrees to correct any information provided by it for use in the Proxy Statement or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment Registration Statement that has become false or supplement to Charter stockholders (if required under applicable Law)misleading in any material respect.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as As promptly as reasonably practicable after the filing thereof date hereof (and to maintain such effectiveness for as long as necessary to consummate in any event, within twelve (12) weeks after the Merger and the other transactions contemplated by date of this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act), Charter, at its own expense, Fox shall promptly mail or cause to be mailed prepared the financial statements contemplated by Section 5.13(a). As promptly as reasonably practicable after the date such financial statements are delivered to Ainge, (i) Ainge shall cause to be filed with the SEC the Ainge Form S-4 Registration Statement, in which the Proxy Statement-/Prospectus will be included as a prospectus and (ii) Fox shall cause to its stockholders.
be filed with the SEC a registration statement on Form 10 or a registration statement on Form S-1/S-4, as applicable (btogether with any amendments, supplements, prospectus or information statements thereto, the “Newco Registration Statements”) CenterState will advise Charter, to register the shares of Newco Common Stock to be distributed in the Distribution. As promptly as reasonably practicable after CenterState receives notice thereof, of the time when the Ainge Form S-4 Registration Statement has become effective and the Newco Registration Statements have been declared effective, Fox shall file with the SEC a Schedule TO (together with any amendments thereto, the “Schedule TO”) if Fox elects to effect the Distribution in whole or any supplement or amendment has been filedin part by means of an Exchange Offer (as defined in the Distribution Agreement). Ainge and Fox shall file such other appropriate documents with the SEC as may be applicable. Each of Ainge and Fox shall: (A) cause the Ainge Form S-4 Table of Contents Registration Statement, of the issuance of any stop order or Proxy Statement/Prospectus, the suspension of Newco Registration Statements and the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of Schedule TO (if applicable) to comply with the initiation or threat of any proceeding for any such purpose, or of any request applicable rules and regulations promulgated by the SEC for SEC; (B) promptly notify the amendment or supplement of other of, cooperate with each other with respect to, provide the Registration Statement or upon the receipt of other party (and its Representatives) with a reasonable opportunity to review and comment on, and respond promptly to any comments (whether written or oral) from of the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC staff with respect to the Ainge Form S-4 Registration Statement. CenterState will , the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO (if applicable); (C) provide Charter the other party (and its counsel Representatives) with a reasonable opportunity to review and comment on the Ainge Form S-4 Registration Statement, the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO (if applicable), prior to filing of any such document with the SEC; (D) have each of the Ainge Form S-4 Registration Statement and the Newco Registration Statements become effective under the Securities Act and the Exchange Act, respectively, as promptly as reasonably practicable after each is filed with the SEC (it being understood that each of Ainge and Fox shall use its reasonable best efforts to cause the Ainge Form S-4 to become effective under the Securities Act prior to the date on which the financial statements included therein would become stale); and (E) keep each of the Ainge Form S-4 Registration Statement and the Newco Registration Statements effective through the Closing in order to permit the consummation of the Contemplated Transactions. Ainge shall cause to be filed with the SEC the Proxy Statement-Prospectus/Prospectus and shall cause the Proxy Statement/Prospectus to be mailed to Ainge’s stockholders, as promptly as reasonably practicable after the Ainge Form S-4 Registration Statement becomes effective under the Securities Act. Each of Ainge and Fox shall promptly furnish the other party all responses to requests for additional information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by and replies to comments of the SEC prior to filing such withthis Section 5.1. If, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time, any event or circumstance shall be discovered by either Ainge or Fox, or either Ainge or Fox becomes aware of any information furnished by it, in either case, that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Ainge Form S-4 Registration Statement, CenterState the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO (if applicable) so that such document or documents would not include any untrue statement of a material fact or fail to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such party: (i) shall use promptly inform the other party thereof; (ii) shall provide the other party (and its commercially Representatives) with a reasonable efforts opportunity to promptly prepare review and file comment on any amendment or supplement to the Ainge Form S-4 Registration Statement, the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC SEC; and (iv) shall cooperate, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing such amendment or supplement to Charter the stockholders of Ainge or Fox (if as the case may be). Fox acknowledges that Ainge’s ability to comply with its obligations under this Section 5.1 depend, in part, on Fox’s timely compliance with Section 5.13, and therefore Ainge shall be afforded a reasonable period to comply with such obligations based upon the timing of Fox providing the financial statements herein contemplated.
(b) Each of Ainge and Fox will also take all commercially reasonable actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable Law)state securities laws in connection with, in the case of the Ainge, the issuance of Ainge Common Stock pursuant to the Merger and, in the case of Fox, the issuance of shares of Newco Common Stock in the Distribution. If any state Takeover Statute or similar Legal Requirement shall become applicable to the Contemplated Transactions, each of the parties and their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated hereby or by the other Transaction Documents and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement, DEAC, DK and SBT shall jointly prepare, and each of DK, SBT and the SBT Sellers shall promptly furnish all information concerning itself and its Affiliates as may be reasonably requested by the other party and shall otherwise reasonably assist and cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC other in connection with the issuance preparation, filing and distribution of CenterState Common Stock in the transactions contemplated by Registration Statement and the proxy statement/prospectus to be filed with the SEC as part of the Registration Statement and sent to the DEAC stockholders of relating to the DEAC Stockholders Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”). DEAC shall file with the SEC, as promptly as practicable after the date of this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements , (i) the Proxy Statement/Prospectus and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file (ii) the Registration Statement, and any other report required which shall include the Proxy Statement/Prospectus, in connection with the registration under the Securities Act of the shares of New DK Class A Common Stock to be filed by CenterState issued in connection with the SECTransactions. Each of DEAC, in each caseDK, in compliance SBT and the SBT Sellers will use their respective reasonable best efforts to (i) cause the Registration Statement, when filed, to comply in all material respects with all legal requirements applicable Lawsthereto, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60ii) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Registration Statement, (iii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (iv) keep the filing thereof and to maintain such effectiveness Registration Statement effective for as so long as necessary to consummate complete the Merger and Transactions. DEAC shall set a record date (the other transactions contemplated by this Agreement“DEAC Record Date”) for determining the DEAC stockholders entitled to attend the DEAC Stockholders Meeting. CenterState also agrees DEAC will cause the Proxy Statement/Prospectus to use commercially reasonable efforts be mailed to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out each DEAC stockholder as of the transactions contemplated by this Agreement. After DEAC Record Date as promptly as practicable after the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState No filing of, or amendment or supplement to, the Registration Statement, or response to SEC comments with respect thereto, will be made by DEAC without the prior written consent of DK and the SBT Sellers’ Representative (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Parties a reasonable opportunity to review and comment thereon.
(c) DEAC will promptly notify the other Parties upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Registration Statement, and will, as promptly as practicable after receipt thereof, provide the other parties with copies of all material correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Registration Statement or the Proxy Statement/Prospectus received from the SEC and advise the other on any oral comments with respect to the Registration Statement received from the SEC. DEAC will advise Charterthe other parties, promptly after CenterState DEAC receives notice thereof, of the time when of effectiveness of the Registration Statement has become effective or any supplement or amendment has been filed, of and the issuance of any stop order relating thereto or the suspension of the qualification of CenterState the shares of New DK Class A Common Stock for offering issuable in connection with the Transactions, and DEAC, DK and SBT will use their respective reasonable best efforts to have any such stop order or sale suspension lifted, reversed or otherwise terminated.
(d) DEAC, DK and SBT will also use their respective reasonable best efforts to take any 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 any jurisdictionconnection with the Transactions. DEAC, DK and SBT shall ensure that none of the initiation information supplied by or threat of any proceeding on its behalf for any such purpose, inclusion or of any request incorporation by the SEC for the amendment or supplement of reference in (i) the Registration Statement or upon will, at the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on time the Registration Statement is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement-Prospectus/Prospectus will, at the date it is first mailed to DEAC stockholders and all responses to requests for additional information by and replies to comments at the time of the SEC prior DEAC Stockholders Meeting contain any untrue statement of a material fact or omit to filing such withstate any material fact required to be stated therein or necessary in order to make the statements therein, or sending such toin light of the circumstances under which they are made, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECnot misleading. If at any time prior to the Charter Meeting there shall occur Closing any event that information relating to DEAC, DK or SBT, or any of their respective Affiliates, officers or directors, is discovered by DEAC, DK or SBT which should be disclosed set forth in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState so that any of such documents would not include a 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 that discovers such information shall promptly notify the other parties hereto and each of DEAC, DK and SBT shall use its commercially reasonable best efforts to promptly prepare and file such cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC (if and, to the extent required under applicable Law) and cooperate with Charter by law, disseminated to mail such amendment or supplement to Charter stockholders (if required under applicable Law)DEAC Stockholders.
Appears in 1 contract
Sources: Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, the Company and Spartan shall reasonably cooperate with CenterState in order for CenterState to prepare and mutually agree upon and the Company shall cause NewCo to and NewCo shall file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in a registration statement on Form F-4 relating to the transactions contemplated by this AgreementAgreement (as amended from time to time, the “Registration Statement”) (it being understood that the Registration Statement shall include a proxy statement/prospectus (the “Proxy Statement/Prospectus”) which will be included therein as a prospectus with respect to NewCo and which will be used as a proxy statement with respect to the Spartan Stockholders’ Meeting to adopt and approve the Spartan Proposals and other matters reasonably related to the Spartan Proposals, all in accordance with and as required by Spartan’s Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the SEC and the New York Stock Exchange) to be sent to the stockholders of Spartan relating to the meeting of Spartan’s stockholders (including any adjournment or postponement thereof, the “Spartan Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Spartan Merger, (ii) approval and adoption of the amended and restated certificate of incorporation of the Surviving Corporation (collectively, the “Required Spartan Proposals”) and (iii) any other proposals the Parties deem necessary to effectuate the Transactions (collectively, the “Spartan Proposals”). Charter Each of Spartan, ▇▇▇▇▇▇▇▇▇ Charging and the Company shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, furnish all information as may be required reasonably requested by another party in order to file connection with such actions and the preparation of the Registration Statement and Proxy Statement/Prospectus. Spartan and the Company each shall use their reasonable best efforts to (x) cause the Registration Statement and Proxy Statement/Prospectus, and any other report required to be when filed by CenterState with the SEC, in each case, in compliance to comply in all material respects with all legal requirements applicable Lawsthereto, and shall, (y) respond as promptly as reasonably practicable following execution of this Agreement, prepare to and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters resolve all comments received from Charter’s independent auditors in connection with the SEC concerning the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty /Prospectus and (60z) days after the date hereof, file have the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after it is filed with the filing thereof and to maintain such SEC. As promptly as practicable following the effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After of the Registration Statement is declared effective under the Securities ActStatement, Charter, at its own expense, Spartan shall promptly mail or cause to be mailed the Proxy Statement-/Prospectus to its stockholders.
(b) CenterState will . The Company shall cause NewCo to promptly advise Charter, promptly after CenterState receives notice thereof, Spartan of the time when of effectiveness of the Registration Statement has become effective or any supplement or amendment has been filedStatement, of the issuance of any stop order relating thereto or the suspension of the qualification of CenterState Common Stock the NewCo Ordinary Shares for offering or sale in any jurisdiction, and each of NewCo, ▇▇▇▇▇▇▇▇▇ Charging, the Company and Spartan shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.
(b) No filing of, or amendment or supplement to the Proxy Statement/Prospectus will be made by Spartan without the approval of the initiation Company or threat by NewCo without the approval of any proceeding for any Spartan (such purposeapproval not to be unreasonably withheld, conditioned or delayed). Each of Spartan and NewCo will advise the other party promptly after it receives notice thereof, of any request by the SEC for the amendment or supplement of the Registration Statement Proxy Statement/Prospectus or upon the receipt of any comments (whether written thereon and responses thereto or oral) from requests by the SEC for additional information. Each of Spartan, ▇▇▇▇▇▇▇▇▇ Charging, NewCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned, or its staff, and shall supply Charter with copies delayed) any response to comments of all correspondence between CenterState and the SEC with respect to the Registration Proxy Statement. CenterState will provide Charter /Prospectus and its counsel with a reasonable opportunity any amendment to review and comment on the Registration Statement and the Proxy Statement-Prospectus/Prospectus filed in response thereto.
(c) Spartan represents that the information supplied by Spartan for inclusion in the Proxy Statement/Prospectus shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, and all responses to requests for additional information by and replies to comments in the light of the SEC prior circumstances under which they were made, not misleading, at (i) the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to filing such withthe stockholders of Spartan, or sending such to(ii) the time of the Spartan Stockholders’ Meeting and (iii) the Effective Time. If, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time, any event that or circumstance relating to Spartan, or its respective officers or directors, should be disclosed discovered by Spartan which should be set forth in an amendment or a supplement to the Proxy Statement-Prospectus or /Prospectus, Spartan shall promptly inform the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement Company. All documents that Spartan is responsible for filing with the SEC in connection with the Spartan Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.
(if required d) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement/Prospectus shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under applicable Lawwhich they were made, not misleading, at (i) the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Spartan, (ii) the time of the Spartan Stockholders’ Meeting and cooperate with Charter (iii) the Effective Time. If, at any time prior to mail such the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to Charter stockholders (if required under the Proxy Statement/Prospectus, the Company shall promptly inform Spartan. All documents that the Company is responsible for filing with the SEC in connection with the Spartan Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable Law)requirements of the Securities Act and the Exchange Act.
Appears in 1 contract
Sources: Business Combination Agreement (Spartan Acquisition Corp. III)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file The Registration Statement, at the time the Registration Statement (including and any amendment or supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the SEC and at the Effective Time, 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 were made, not misleading. The Proxy Statement/Prospectus, at the date the Proxy Statement-/Prospectus (and all related documentsany amendment or supplement thereto) with is first mailed to Parent Stockholders and at the SEC in connection with time of the issuance Special Meeting or any adjournment or postponement thereof, will not contain any untrue statement of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts a material fact or omit to deliver state any material fact required to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required stated therein or necessary in order to file make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.30 will not apply to statements or omissions included in the Registration Statement or Proxy Statement, and any other report required to be filed by CenterState with the SEC/Prospectus (and, in each case, any amendment or supplement thereto) based upon the Inventergy Registration Statement Disclosures or the Inventergy Proxy Statement/Prospectus Disclosures (collectively, the “Inventergy Disclosures”) (it being understood that all other information in compliance the Registration Statement and Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will be deemed to have been supplied by Parent). The Registration Statement and Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will, when filed, comply as to form in all material respects with the applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, requirements of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)Exchange Act.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, the Company and FRSG shall reasonably cooperate with CenterState in order for CenterState to prepare and mutually agree upon and the Company shall cause NewCo to, and NewCo shall, file with the SEC a registration statement on Form F-4 relating to the Transactions (as amended from time to time, the “Registration Statement”) (it being understood that the Registration Statement shall include a proxy statement / prospectus (the “Proxy Statement/Prospectus”) which will be included therein as a prospectus with respect to NewCo and which will be used as a proxy statement with respect to the FRSG Stockholders’ Meeting to adopt and approve the FRSG Proposals and other matters reasonably related to the FRSG Proposals, all in accordance with and as required by FRSG’s Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the SEC and the NASDAQ) to be sent to the stockholders of FRSG relating to the meeting of FRSG’s stockholders (including any adjournment or postponement thereof, the Proxy Statement-Prospectus “FRSG Stockholders’ Meeting”) to be held to consider (x) approval and adoption of this Agreement and the FRSG Merger, (y) the approval and adoption of the equity incentive plan in the form reasonably agreed between the parties following the date hereof (the “Equity Incentive Plan Proposal”) and (z) any other proposals the Parties deem necessary to effectuate the Transactions (collectively, the “FRSG Proposals”). Each of FRSG and the Company shall furnish all related documents) with the SEC information as may be reasonably requested by another party in connection with such actions and the issuance preparation of CenterState Common Stock in the transactions contemplated by this AgreementRegistration Statement and Proxy Statement/Prospectus. Charter FRSG and the Company each shall use its commercially their reasonable best efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file (x) cause the Registration Statement and Proxy Statement/Prospectus, and any other report required to be when filed by CenterState with the SEC, in each case, in compliance to comply in all material respects with all legal requirements applicable Lawsthereto, and shall, (y) respond as promptly as reasonably practicable following execution of this Agreement, prepare to and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters resolve all comments received from Charter’s independent auditors in connection with the SEC concerning the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty /Prospectus and (60z) days after the date hereof, file have the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after it is filed with the filing thereof and to maintain such SEC. As promptly as practicable following the effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After of the Registration Statement is declared effective under the Securities Act(and in any event within five (5) Business Days thereof), Charter, at its own expense, FRSG shall promptly mail or cause to be mailed the Proxy Statement-/Prospectus to its stockholders.
(b) CenterState will . The Company shall cause NewCo to promptly advise Charter, promptly after CenterState receives notice thereof, FRSG of the time when of effectiveness of the Registration Statement has become effective or any supplement or amendment has been filedStatement, of the issuance of any stop order relating thereto or the suspension of the qualification of CenterState Common Stock the NewCo Ordinary Shares for offering or sale in any jurisdiction, and each of NewCo, the Company and FRSG shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.
(b) No filing of, or amendment or supplement to the Proxy Statement/Prospectus will be made by FRSG without the approval of the initiation Company or threat by NewCo without the approval of any proceeding for FRSG (any such purposeapproval not to be unreasonably withheld, conditioned or delayed). Each of FRSG and NewCo will advise the other party promptly after it receives notice thereof, of any request by the SEC for the amendment or supplement of the Registration Statement Proxy Statement/Prospectus or upon the receipt of any comments (whether written thereon and responses thereto or oral) from requests by the SEC for additional information. Each of FRSG, NewCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned, or its staff, and shall supply Charter with copies delayed) any response to comments of all correspondence between CenterState and the SEC with respect to the Registration Proxy Statement. CenterState will provide Charter /Prospectus and its counsel with a reasonable opportunity any amendment to review and comment on the Registration Statement and the Proxy Statement-Prospectus/Prospectus filed in response thereto.
(c) FRSG represents that the information supplied by FRSG for inclusion in the Proxy Statement/Prospectus shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, and all responses to requests for additional information by and replies to comments in the light of the SEC prior circumstances under which they were made, not misleading, at (i) the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to filing such withthe stockholders of FRSG, or sending such to(ii) the time of the FRSG Stockholders’ Meeting and (iii) the Effective Time. If, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time, any event that or circumstance relating to FRSG, or its respective officers or directors, should be disclosed discovered by FRSG which should be set forth in an amendment or a supplement to the Proxy Statement-Prospectus or /Prospectus, FRSG shall promptly inform the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement Company. All documents that FRSG is responsible for filing with the SEC in connection with the FRSG Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.
(if required d) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement/Prospectus shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under applicable Lawwhich they were made, not misleading, at (i) the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholders of FRSG, (ii) the time of the FRSG Stockholders’ Meeting and cooperate with Charter (iii) the Effective Time. If, at any time prior to mail such the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to Charter stockholders (if required under the Proxy Statement/Prospectus, the Company shall promptly inform FRSG. All documents that the Company is responsible for filing with the SEC in connection with the FRSG Merger or the other Transactions will comply as to form and substance in all material respects with the applicable Law)requirements of the Securities Act and the Exchange Act.
Appears in 1 contract
Sources: Business Combination Agreement (First Reserve Sustainable Growth Corp.)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the The Registration Statement on Form S-4 (or such other or successor form as shall be appropriate), (including any amendments or supplements thereto, the Proxy "Registration Statement-Prospectus and all related documents) "), pursuant to which the shares of Alamar Common Stock to be issued in the Merger will be registered with the SEC in connection with shall not, at the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After time the Registration Statement is declared filed with the SEC and at the time it becomes effective under the Securities Act, Chartercontain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading. The Proxy Statement shall not, on the date the Proxy Statement is first mailed to shareholders, at its own expensethe time of the Alamar Shareholders' Meeting and at the Effective Time, shall promptly mail contain any untrue statement of a material fact or cause omit to state any material fact required to be mailed stated therein or necessary in order to make the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charterstatements therein, promptly after CenterState receives notice thereof, in light of the time when the Registration Statement has become effective circumstances under which they are made, not false or misleading, or omit to state any supplement or amendment has been filed, of the issuance of material affect necessary to correct any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale statement in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC earlier communication with respect to the Registration Statementsolicitation of proxies for the Alamar Shareholders' Meeting which has become false or misleading. CenterState will provide Charter Alamar has reviewed the disclosures in the S Private Placement document and its counsel with represents that such disclosures do not contain any untrue statement of a reasonable opportunity material fact or omit to review and comment on state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Registration Statement will comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. The Proxy Statement-Prospectus, and Statement will comply as to form in all responses to requests for additional information by and replies to comments material respects with the applicable provisions of the SEC prior Exchange Act and the rules and regulations thereunder. The S Private Placement document will comply as to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of form in all such filings made material respects with the SECprovisions of the Securities Act and the rules and regulations thereunder. If at any time prior to the Charter Meeting there shall occur Effective Time any event that relating to Alamar or any of its respective affiliates, officers or directors should be disclosed discovered by Alamar which should be set forth in an amendment to the Registration Statement or S Private Placement document or a supplement to the Proxy Statement-Prospectus , Alamar will promptly inform AccuMed. Notwithstanding the foregoing, Alamar makes no representation or warranty with respect to any information supplied by AccuMed for inclusion in any of the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as practicable following after the execution of this Agreement, QRI shall prepare and deliver drafts file with the SEC a registration statement on Form S-4 (the "Registration Statement") containing a Proxy Statement/Prospectus (the "Proxy Statement/ Prospectus") for stockholders of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors the Company in connection with (i) the Registration Statement registration under the Securities Act of the offer, sale and delivery of QRI Common Stock to be issued in the Merger and (ii) the vote of the stockholders of the Company with respect to the Merger and this Agreement. QRI and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to Company shall each use their respective commercially all reasonable efforts to cause the Registration Statement to be declared become effective by the SEC as promptly as practicable, and shall take any action required to be taken in order to comply with any applicable federal or state securities laws in connection with the issuance of shares of QRI Common Stock in the Merger. QRI and the Company shall each furnish all information concerning itself and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the filing thereof Registration Statement shall have become effective, the Company and QRI shall mail (the "Mailing Date") the Proxy Statement/Prospectus to maintain such effectiveness for as long as necessary the holders of Company Common Stock of record at least 20 calendar days prior to consummate the Merger Company Stockholders' Meeting. It shall be a condition to the mailing of the Proxy Statement/Prospectus that QRI and the other transactions contemplated by Company shall have received the comfort letters described in Section 6.13 of this Agreement. CenterState also agrees , if QRI shall have requested such letters as described in Section 6.13 hereof.
(b) None of the information supplied or to use commercially reasonable efforts to obtain any necessary state securities Law be supplied by the Company for inclusion or “blue sky” permits and approvals required to carry out incorporation by reference in (i) the transactions contemplated by this Agreement. After Registration Statement will, at the time the Registration Statement is declared filed with the SEC and at the time it becomes effective under the Securities Act, Charter, at its own expense, shall promptly mail contain any untrue statement of a material fact or cause omit to state any material fact required to be mailed stated therein or necessary to make the statements made therein not misleading and (ii) the Proxy Statement-/Prospectus to its stockholders.
(b) CenterState will advise Charterwill, promptly after CenterState receives notice thereof, at the Mailing Date and at the time of the time when Company Stockholders' Meeting and the Registration Statement has become effective QRI Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any supplement material fact required to be stated therein or amendment has been filednecessary to make the statements made therein, in light of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale circumstances in any jurisdictionwhich they were made, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECnot misleading. If at any time prior to the Charter Company Stockholders' Meeting there shall occur or the QRI Stockholders' Meeting any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be disclosed set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement-/Prospectus, the Company shall promptly inform QRI. All documents that the Company is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Proxy Statement/Prospectus to the extent that the information contained therein relates to the Company and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law as to the information required to be contained therein.
(c) None of the information supplied or to be supplied by QRI for inclusion in (i) the Registration StatementStatement will, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (if ii) the Proxy Statement/Prospectus will, at the Mailing Date and at the time of the Company Stockholders' Meeting and the QRI Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required under applicable Law) and cooperate with Charter to mail such be stated therein or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Company Stockholders' Meeting or the QRI Stockholders' Meeting any event or circumstance relating to QRI or any of its Affiliates, or its or their respective officers or directors, should be discovered by QRI that should be set forth in an amendment to the Registration Statement or a supplement to Charter stockholders (if the Proxy Statement/Prospectus, QRI shall promptly inform the Company. All documents that QRI is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Registration Statement to the extent that the information contained therein relates to QRI and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required under to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law)Law as to the information required to be contained therein.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as practicable following after the execution of this Agreement, prepare Parent shall prepare, with the cooperation of the Company, and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate file with CenterState the SEC the Proxy Statement/Prospectus and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and in which the Proxy Statement-Prospectus/Prospectus will be included as a prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to Parent shall use their respective commercially its reasonable efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly soon as reasonably practicable after such filing. The Company shall provide promptly such information concerning its business and financial statements and affairs as in the filing thereof reasonable judgment of Parent and its counsel may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and use its reasonable efforts to maintain such effectiveness for cause its counsel, accountants and financial advisor to cooperate in the preparation of the Proxy Statement/Prospectus and the Registration Statement. Parent shall take reasonable steps to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the Parent Common Stock in connection with the Merger. The Company shall use reasonable efforts to assist Parent as long as may be necessary to consummate comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Parent Common Stock in connection with the Merger. The Proxy Statement/Prospectus shall be the Information Statement of the Company with respect to the approval of this Agreement and the Merger and the other transactions contemplated by this Agreementhereby. CenterState also agrees Parent and the Company shall cause the Proxy Statement/Prospectus to use commercially reasonable efforts be mailed to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out their respective stockholders at the transactions contemplated by this Agreement. After earliest practicable time after the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior Subject to the Charter Meeting there review and approval of Parent, the Company shall occur any event that should be disclosed in an amendment or supplement prepare such other materials conforming to the Proxy Statement-Prospectus or requirements of applicable law as may be necessary to solicit the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC Company Shareholder Approval (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Lawas defined in Section 6.03(a)).
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Freemarkets Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement, Seller shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) cause to be filed with the SEC in connection the Proxy Statement / Prospectus and Seller shall prepare and cause to be filed with the issuance SEC the Form S-4 Registration Statement, in which the Proxy Statement / Prospectus will be included as a prospectus.
(b) Seller covenants, represents and warrants that the Proxy Statement / Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of CenterState Common Stock meeting and form of proxy included therewith), will not, at the time that the Proxy Statement / Prospectus or any amendment or supplement thereto is filed with the SEC or is first mailed to Seller’s stockholders, at the time of Seller’s Stockholders’ Meeting and at the time declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Seller makes no covenant, representation or warranty with respect to statements made in the transactions contemplated Proxy Statement / Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by this AgreementBuyer specifically for inclusion therein. Charter Seller shall use commercially reasonable efforts to cause the Form S-4 Registration Statement and the Proxy Statement / Prospectus to comply with the applicable rules and regulations promulgated by the SEC in all material respects.
(c) Seller shall notify Buyer promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement / Prospectus or the Form S-4 Registration Statement or for additional information and shall supply Buyer with copies of (i) all correspondence between Seller or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement / Prospectus, the Form S-4 Registration Statement or the Contemplated Transactions and (ii) all orders of the SEC relating to the Form S-4 Registration Statement. Seller shall use its commercially reasonable efforts to deliver respond as promptly as reasonably practicable to CenterState such financial statements any comments of the SEC or the staff of the SEC with respect to the Proxy Statement / Prospectus and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Form S-4 Registration Statement, and Buyer and its counsel shall have a reasonable opportunity to participate in the formulation of any other report required response to be filed by CenterState with any such comments of the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to reviewSEC or its staff. Charter agrees to Seller shall use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with have the Form S-4 Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after it is filed with the SEC. No filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purposeof, or of any request by the SEC for the amendment or supplement of to, the Form S-4 Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staffwill be made by Seller, and shall supply Charter with copies of all correspondence between CenterState and no filing of, or amendment or supplement to, the SEC with respect to the Registration Statement. CenterState Proxy Statement / Prospectus will provide Charter and its counsel with be made by Seller, in each case, without providing Buyer a reasonable opportunity to review and comment on thereon. Each party shall promptly furnish to the Registration Statement other party all information concerning such party and the Proxy Statement-Prospectus, such party’s Subsidiaries and all responses such Party’s stockholders or members that may be required or reasonably requested in connection with any action contemplated by this Section. If any event relating to requests for additional information by and replies to comments of the SEC prior to filing such withSeller occurs, or sending such toif Seller becomes aware of any information, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-Statement / Prospectus, then Seller shall promptly inform Buyer thereof and shall cooperate fully with Buyer in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Seller’s stockholders. Securities Purchase Agreement 67 Project Acorn
(d) Buyer shall reasonably cooperate with Seller and provide, and require its Representatives to provide, Seller and its Representatives with all true, correct and complete information regarding Buyer that is required by applicable Law to be included in the Form S-4 Registration Statement and the Proxy Statement / Prospectus or reasonably requested from Buyer to be included in the Form S-4 Registration Statement, CenterState Statement and the Proxy Statement / Prospectus. Buyer shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with assist Seller in responding to comments of the SEC (if or the staff of the SEC as they related to the information regarding the Buyer included or required under applicable Law) to be included in the Proxy Statement / Prospectus and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)Form S-4 Registration Statement.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (ai) Charter shall As promptly as reasonably practicable following the execution and delivery of this Agreement, Acquiror shall, in accordance with this Section 8.02(a), and each Company Party will reasonably cooperate (including causing each of their Subsidiaries and Representatives to reasonably cooperate) with CenterState in order for CenterState Acquiror, and provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary therefor, to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each casepreliminary form, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Acquiror with the SEC pursuant to which shares of Acquiror Class A Common Stock issuable in the Mergers will be registered with the SEC, which shall include a proxy statement in connection with the Transactions (the “Proxy Statement / Prospectus”) to be sent to the stockholders of Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting, as adjourned or postponed, in compliance favor of the Acquiror Stockholder Matters. Without the prior written consent of BB, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s stockholders at the Special Meeting, as adjourned or postponed. The Proxy Statement / Prospectus will comply as to form and substance with the applicable requirements of the SEC and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Acquiror shall (I) file the definitive Proxy Statement / Prospectus with the SEC and (II) cause the Proxy Statement / Prospectus to be mailed to its stockholders of record, as of the record date to be established by the Acquiror Board in all material respects accordance with applicable Laws, and shallSection 8.02(b), as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, (but in no event later less than sixty five Business Days except as otherwise required by applicable Law) following the earlier to occur of: (60x) days after if the date hereofpreliminary Proxy Statement / Prospectus is not reviewed by the SEC, file the Registration expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”).
(ii) Prior to filing with the SEC. Each of CenterState , Acquiror will make available to the Company Parties and Charter agree to use their respective commercially reasonable efforts to cause counsel drafts of the Registration Proxy Statement / Prospectus and any other documents to be declared effective by filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide the Company Parties and their respective counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC as promptly as reasonably practicable after without the filing thereof and to maintain prior consent of the Company Parties (such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause consent not to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState unreasonably withheld, conditioned or delayed). Acquiror will advise Charter, BB promptly after CenterState it receives notice thereof, of of: (A) the time when the Registration Proxy Statement / Prospectus has become effective been filed; (B) if the preliminary Proxy Statement / Prospectus is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment has been filed, to the Proxy Statement / Prospectus; (E) any request by the SEC for amendment of the Proxy Statement / Prospectus; (F) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (G) requests by the SEC for additional information; and (H) the issuance of any stop order or the suspension of the qualification of CenterState the Acquiror Class A Common Stock for offering or sale in any jurisdiction, jurisdiction or of the initiation or written threat of any proceeding for any such purpose, or . Acquiror shall respond to any SEC comments on the Proxy Statement / Prospectus as promptly as practicable (and in any event within 10 Business Days following receipt by Acquiror of any request such SEC comments except to the extent due to the failure by a Company Party to timely provide information required to respond to such SEC comments) and shall use its reasonable best efforts to have the Proxy Statement / Prospectus cleared by the SEC for under the amendment Exchange Act as promptly as practicable; provided, that prior to responding to any requests or supplement of comments from the Registration Statement or upon SEC, Acquiror will make available to the receipt Company Parties and their respective counsel drafts of any comments (whether written or oral) from such response and provide the SEC or its staff, Company Parties and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its their respective counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectussuch drafts.
(iii) If, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting Special Meeting, there shall occur be discovered any event information that should be disclosed set forth in an amendment or supplement to the Proxy Statement-Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, Acquiror shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such an amendment or supplement to Charter stockholders the Proxy Statement / Prospectus containing such information. Each Company Party will provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, a Company Party discovers any information, event or circumstance relating to such Company Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement / Prospectus so that the Proxy Statement / Prospectus 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 such Company Party shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies.
(if required iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable Law)“blue sky” laws, and any rules and regulations thereunder. Each Company Party agrees to promptly provide Acquiror with all information concerning the business, management, operations and financial condition of such Company Party and its Subsidiaries, in each case, reasonably requested by Acquiror for inclusion in the Proxy Statement / Prospectus. Each of Acquiror and each Company Party 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 / Prospectus or any other statement, filing, notice or application made by or on behalf of Acquiror, each Company Party, or their respective Affiliates to any regulatory authority (including the NYSE) in connection with the Transactions.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement, the Company and Parent shall reasonably cooperate with CenterState in order for CenterState to prepare and file Parent shall cause to be filed with the SEC the Form S-4 Registration Statement (as defined below), together with the Proxy Statement/Prospectus and any other documents required by the Securities Act or the Exchange Act in connection with the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement (including the Proxy Statement-Prospectus and all related documents/Prospectus) to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC in connection or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the issuance of CenterState Common Stock in the transactions contemplated by this AgreementSEC. Charter shall Parent will use its commercially all reasonable efforts to deliver cause the Proxy Statement/Prospectus to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order mailed to file the Registration StatementParent's stockholders, and any other report required the Company will use all reasonable efforts to cause the Proxy Statement/Prospectus to be filed by CenterState mailed to the Company's stockholders, together with the SEC, in each case, in compliance in all material respects with applicable Laws, and shallnotice required by Section 262(d)(2) of the DGCL, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Form S-4 Registration Statement is declared effective under the Securities Act, Charter, at its own expense, . Each of the Company and Parent shall promptly mail furnish to the other all information that may be required or cause reasonably requested in connection with any action contemplated by this Section 5.1. Parent will consult with the Company and provide the Company and its counsel a reasonable opportunity to be mailed review all filings, prior to the making of such filings, with and responses from the SEC relating to the Registration Statement or the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, /Prospectus. Each of the time when Company and Parent shall notify the Registration Statement has become effective or any supplement or amendment has been filed, other promptly of the issuance receipt of any stop order comments from the SEC or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or its staff and of any request by the SEC or its staff for the any amendment or supplement of to the Form S-4 Registration Statement or upon the receipt of Proxy Statement/Prospectus or for any comments (whether written or oral) from the SEC or its staff, other information and shall supply Charter the other with copies of all correspondence between CenterState such party and the SEC or its staff or other governmental officials with respect to the Form S-4 Registration Statement or Proxy Statement/Prospectus. None of the information supplied or to be supplied in writing by or on behalf of the Company by its Representatives expressly for inclusion in the Proxy Statement/Prospectus or the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4 Registration Statement") will, at the time the Form S-4 Registration Statement is filed with the SEC or at the time it is declared effective, at the time the Proxy Statement/Prospectus is first mailed to stockholders of the Company and stockholders of Parent, at the time of the Parent Stockholders' Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on Parent agrees that the Form S-4 Registration Statement and the Proxy Statement-Prospectus/Prospectus and any other filings with the SEC incorporated by reference therein, at the time the Form S-4 Registration Statement filed with the SEC or at the time it is declared effective, at the time the Proxy Statement/Prospectus is first mailed to stockholders of the Company and stockholders of Parent, at the time of the Parent Stockholders' Meeting, and at the Effective Time, (i) shall comply as to form with the Securities Act and the Exchange Act in all responses material respects; and (ii) shall not contain any untrue statement of a material fact or omit to requests for additional information by and replies state any material fact required to comments be stated therein or necessary in order to make the statements in the Form S-4 Registration Statement or Proxy Statement/Prospectus or other filings, in light of the SEC prior circumstances under which they were made, not misleading, except to filing the extent that such with, statement or sending omission was made in reliance upon and in conformity with written information furnished to Parent by the Company or on behalf of the Company by its Representatives expressly for use in the preparation of the Registration Statement on Form S-4 or Proxy Statement/Prospectus or such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECother filings. If at Parent or the Company becomes aware of any time prior to the Charter Meeting there shall occur any event information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-Prospectus /Prospectus, then Parent or the Registration StatementCompany, CenterState as the case may be, shall use its commercially reasonable efforts to promptly prepare inform the other and file shall cooperate with the other in filing such amendment or supplement with the SEC (and, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing such amendment or supplement to Charter the stockholders of the Company and Parent.
(if b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Capital Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote on the Merger; provided, however, that Parent shall not be required under applicable Law(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) Parent shall include in the Proxy Statement/Prospectus distributed to its stockholders a proposal to amend Parent's certificate of incorporation to increase the number of authorized shares of Parent Common Stock to 60,000,000 (the "Amendment").
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Pharmacopeia Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement (but in any event within 30 days following the date of this Agreement), the Company shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus /Prospectus, and all related documents) Parent shall prepare and cause to be filed with the SEC and any other jurisdictions in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState which such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as filing may be required in order to file the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of the Company and any other report required Parent shall use reasonable best efforts: (i) to be filed by CenterState with cause the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Form S-4 Registration Statement and the Proxy Statement-Prospectus. CenterState shall/Prospectus to comply with the applicable rules and regulations promulgated by the SEC and applicable states; (ii) to promptly notify the other of, as soon as is practicable, but in no event later than sixty cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (60iii) days after to have the date hereof, file the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Each of CenterState and Charter agree to Company shall use their respective commercially reasonable best efforts to cause the Registration Statement Proxy Statement/Prospectus to be declared effective by mailed to the SEC Company’s shareholders, as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Form S-4 Registration Statement is declared effective under the Securities ActAct and qualifies under, Charteror is exempt from qualification under, at its own expense, applicable state laws. Each of Parent and the Company shall promptly mail furnish the other party all information concerning such party, its Subsidiaries and shareholders that may be required or cause to be mailed reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance Company becomes aware of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-Prospectus /Prospectus, then: (i) such party shall promptly inform the other party thereof; (ii) Parent shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement, CenterState (iii) Parent shall use its commercially reasonable efforts to promptly prepare and file such provide the Company with a copy of any amendment or supplement to the Form S-4 Registration Statement promptly after it is filed with the SEC, (iv) Company shall provide the Parent (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus prior to it being filed with the SEC or mailed to the Company’s shareholders, if necessary, (v) Company shall provide the Parent with a copy of any amendment or supplement to the Proxy Statement/Prospectus promptly after it is filed with the SEC; and (vi) Parent shall cooperate, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing any such amendment or supplement to Charter stockholders the shareholders of the Company.
(if b) Prior to the Effective Time, Parent shall obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities laws of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to vote on the Company Proposal; provided, however, that Parent shall not be required under applicable Law)to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. 7.1.1. For the purposes (ax) Charter of registering the Holdco Common Stock to be offered to holders of Berkshire Bancorp Shares in connection with the Merger with the SEC under the Securities Act and (y) of holding the NCB Shareholder Meeting and Berkshire Shareholder Meeting, Berkshire Bancorp and NCB shall reasonably cooperate jointly draft and prepare Pending NCB Registration Statement, including a proxy statement of NCB, proxy statement of Berkshire Bancorp and prospectus of Holdco satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the NCB shareholders, together with CenterState in order for CenterState any and all amendments or supplements thereto, being herein referred to prepare as the “Proxy Statement-Prospectus”). Each of Berkshire Bancorp and file the NCB shall use their reasonable best efforts to have Pending NCB Registration Statement (including declared effective under the Securities Act as promptly as practicable after such filing, and each shall thereafter promptly mail the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreementto its shareholders. Charter Holdco shall also use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable best efforts to obtain any all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After , and Berkshire Bancorp shall furnish all information concerning Berkshire Bancorp and the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to holders of Berkshire Bancorp Common Stock as may be mailed the Proxy Statement-Prospectus to its stockholdersreasonably requested in connection with any such action.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, 7.1.2. Each party shall provide the other with any information concerning itself that the other may reasonably request in connection with the drafting and preparation of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to each party shall notify the other promptly of the receipt of any comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the other promptly copies of all correspondence between such party or any of their representatives and the SEC. No filing of Pending NCB Registration Statement, CenterState including any amendment thereto shall be made without the parties each having the opportunity to review, comment on and revise Pending NCB Registration Statement. Each of Berkshire Bancorp and NCB agrees to use its commercially all reasonable efforts to promptly prepare and file such amendment or supplement best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC (and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Berkshire Common Stock and NCB Common Stock at the earliest practicable time.
7.1.3. Berkshire Bancorp and NCB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or Pending NCB Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under applicable Law) and which they were made, not misleading. In such event, Berkshire Bancorp shall cooperate with Charter NCB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and NCB or Holdco shall cause to be filed an amended Registration Statement with the SEC, and each party shall mail such amendment or supplement an amended Proxy Statement-Prospectus to Charter stockholders (if required under applicable Law)its shareholders.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState The information supplied by the Seller for inclusion in order for CenterState to prepare and file the Registration Statement will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the Proxy Statement-Prospectus and all related documents) with SEC, contain any 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 SEC statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the issuance meeting of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts Seller’s stockholders to deliver consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to CenterState such financial statements herein as the “Proxy Statement/Prospectus”) will not, at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and related analysis of Charterat the Effective Time, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charterbe false or misleading with respect to any material fact required to be stated therein, as may or omit to state any material fact required to be required stated therein or necessary in order to file make the Registration Statement, and any other report required to be filed by CenterState with the SECstatements made therein, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, light of the time when the Registration Statement has become effective or any supplement or amendment has been filedcircumstances under which they are made, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECnot misleading. If at any time prior to the Charter Meeting there shall occur Effective Time any event that relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is discovered by the Seller which should be disclosed set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement-/Prospectus, the Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with Merger Sub which is contained in any of the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as reasonably practicable after the date of this Agreement, (i) Check-Cap, in cooperation with Nobul, shall reasonably cooperate with CenterState in order for CenterState prepare a proxy statement relating to prepare and file the Registration Statement (including the Proxy StatementCheck-Prospectus and all related documents) with the SEC Cap Shareholder Meeting to be held in connection with the issuance of CenterState Common Stock in Merger (together with any amendments thereof or supplements thereto, the transactions contemplated by this Agreement. Charter “Proxy Statement”), (ii) Nobul and Check-Cap shall use its commercially reasonable efforts to deliver to CenterState such financial statements prepare, and related analysis of Charter, including Nobul shall file with the SEC a registration statement on Form F-4 (the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement”), and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement registration under the Securities Act of the Nobul Common Shares to be issued by virtue of the Merger and (iii) Nobul and Check-Cap shall prepare, and Nobul shall file with the OSC and the Proxy Statement-Prospectus. CenterState shallTSX, as soon as is practicable, but the Prospectus in no event later than sixty (60) days after the date hereof, file the Registration Statement accordance with the SECTSX listing manual. Each of CenterState Check-Cap and Charter agree to Nobul shall use their respective commercially reasonable efforts to cause the Registration Statement and the Prospectus to become effective as promptly as practicable and remain effective through the Closing Date, and shall take all or any action required under any applicable federal, provincial, state, securities and other Laws in connection with the issuance of Nobul Common Shares pursuant to the Merger. Each of the Parties shall furnish all information concerning itself and their Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement, Prospectus, and Proxy Statement. The Proxy Statement, Prospectus, and Registration Statement shall include, among other things, subject to Section 7.2, the Check-Cap Board Recommendation.
(b) Check-Cap shall use commercially reasonable efforts to cause, and Nobul shall reasonably cooperate with Check-Cap in causing, the Proxy Statement to be declared effective by furnished to the SEC on Form 6-K and mailed to the Check-Cap Shareholders, to the extent required under applicable Law, as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or . If any supplement or amendment has been filed, of the issuance Party becomes aware of any stop order event or information that, pursuant to the suspension of Securities Act, the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purposeExchange Act, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that applicable Canadian securities laws should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState Prospectus, or Proxy Statement, as the case may be, then such Party, as the case may be, shall use its commercially reasonable efforts to promptly prepare inform the other Parties thereof and file shall cooperate with such other Parties in filing such amendment or supplement with the SEC (SEC, the OSC, the TSX and, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing such amendment or supplement to Charter stockholders the Check-Cap Shareholders; provided, that Nobul shall not file any such amendment or supplement without providing the other Parties a reasonable opportunity to review and comment thereon.
(c) Each of Check-Cap and Nobul covenants and agrees that the Registration Statement and the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of Check-Cap and Nobul covenants and agrees that the information supplied by them or on their behalf for inclusion in the Registration Statement, Prospectus, and Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, (i) Check-Cap makes no covenant, representation or warranty with respect to statements made in the Registration Statement and the Prospectus, if any, based on information provided by Nobul or its Subsidiaries or any of their Representatives for inclusion therein and (ii) Nobul makes no covenant, representation or warranty with respect to statements made in the Registration Statement and Prospectus, if any, based on information provided by Check-Cap or its Subsidiary or any of their Representatives for inclusion therein.
(d) Each of Check-Cap and Nobul shall reasonably cooperate and provide, and cause its Representatives to provide, the other Parties and their Representatives, with all accurate and complete information regarding Check-Cap, Nobul or their respective Subsidiaries that is required by Law to be included in the Registration Statement, Prospectus, or the Proxy Statement.
(e) The Parties shall promptly notify the other Parties of the receipt of any comments from the SEC or the staff of the SEC, OSC or the staff of the OSC, TSX or staff of the TSX, if any, and of any request by the SEC or the staff of the SEC, OSC or the staff of the OSC, or TSX or staff of the TSX, if any, for amendments or supplements to the Registration Statement or Prospectus, as applicable, or for additional information and shall supply copies of all correspondence between Check-Cap, Nobul or any of their respective Representatives, on the one hand, and the SEC or the staff of the SEC, OSC or staff of the OSC, TSX or staff of the TSX, on the other hand, with respect to the Registration Statement, Prospectus, or the Transactions, as applicable. The Parties shall use their commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC, OSC or staff of the OSC, TSX or staff of the TSX, with respect to the Registration Statement and the Prospectus, as applicable, and shall give the other Parties and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC, OSC, or TSX or its respective staff.
(f) The Parties shall cooperate in, all necessary filings with respect to the Merger and the Transactions under all applicable LawIsraeli securities Laws and regulations, Canadian securities Laws and regulations, and United States state securities and “blue sky” Laws.
(g) As promptly as reasonably practicable following the date of this Agreement, but in no event later than forty-five (45) days after the date of this Agreement, Nobul will furnish to Check-Cap (i) unaudited interim financial statements for each interim period completed prior to Closing that are required to be included in the Proxy Statement, Prospectus, or Registration Statement and not otherwise delivered pursuant to Section 4.6(a) (the “Nobul Interim Financial Statements”) and (ii) Nobul’s audited consolidated statements of income, cash flow and shareholders’ equity for each of its fiscal years required to be included in the Proxy Statement, Prospectus, or Registration Statement (the “Nobul Audited Financial Statements”). Each of Nobul Audited Financial Statements and Nobul Interim Financial Statements will be suitable for inclusion in the Proxy Statement, Prospectus, or Registration Statement and prepared in accordance with IFRS as applied on a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity, and cash flows of Nobul as of the dates of and for the periods referred to in Nobul Audited Financial Statements or Nobul Interim Financial Statements, as the case may be.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as practicable following after the execution of this Agreement, VTEL shall prepare and deliver drafts file with the SEC a Registration Statement containing a joint Proxy Statement/Prospectus (the "Proxy Statement/Prospectus") for stockholders of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState the Company and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors VTEL in connection with (i) the Registration Statement registration under the Securities Act of the offer, sale and delivery of VTEL Common Stock to be issued in the Merger and (ii) the vote of the requisite percentage of the stockholders of the Company and VTEL with respect to the Merger and this Agreement. VTEL and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to Company shall each use their respective commercially all reasonable efforts to cause the Registration Statement to be declared become effective by the SEC as promptly as practicable, and shall take any action required to be taken in order to comply with any applicable federal or state securities laws in connection with the issuance of shares of VTEL Common Stock in the Merger. VTEL and the Company shall each furnish all information concerning itself, its subsidiaries and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the filing thereof Registration Statement shall have become effective, the Company and VTEL shall mail (the "Mailing Date") the Proxy Statement/Prospectus to maintain such effectiveness for the holders of Company Common Stock or VTEL Common Stock, as long as necessary the case may be, of record at least 20 calendar days prior to consummate the Merger Company Stockholders' Meeting and the other transactions contemplated by VTEL Stockholders' Meeting. It shall be a condition to the mailing of the Proxy Statement/Prospectus that VTEL and the Company shall have received the comfort letters described in Section 6.16 of this Agreement, if VTEL shall have requested such letters as described in Section 6.16 hereof. CenterState also agrees The Proxy Statement/Prospectus shall include the recommendation of the Board of Directors of the Company and VTEL in favor of the Merger.
(b) None of the information supplied or to use commercially reasonable efforts to obtain any necessary state securities Law be supplied by the Company for inclusion or “blue sky” permits and approvals required to carry out incorporation by reference in (i) the transactions contemplated by this Agreement. After Registration Statement will, at the time the Registration Statement is declared filed with the SEC and at the time it becomes effective under the Securities Act, Charter, at its own expense, shall promptly mail contain any untrue statement of a material fact or cause omit to state any material fact required to be mailed stated therein or necessary to make the statements made therein not misleading and (ii) the Proxy Statement-/Prospectus to its stockholders.
(b) CenterState will advise Charterwill, promptly after CenterState receives notice thereof, at the Mailing Date and at the time of the time when Company Stockholders' Meeting and the Registration Statement has become effective VTEL Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any supplement material fact required to be stated therein or amendment has been filednecessary to make the statements made therein, in light of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale circumstances in any jurisdictionwhich they were made, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECnot misleading. If at any time prior to the Charter Company Stockholders' Meeting there shall occur or the VTEL Stockholders' Meeting any event or circumstance relating to the Company or any of its affiliates, or its or their respective officers or directors, should be discovered by the Company that should be disclosed set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform VTEL. All documents that the Company is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Proxy Statement/Prospectus to the extent that the information contained therein relates to the CORPDAL:59869.4 22768-Prospectus 00022 42 Company and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law as to the information required to be contained therein.
(c) None of the information supplied or to be supplied by VTEL for inclusion or incorporation by reference in (i) the Registration StatementStatement will, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (if ii) the Proxy Statement/Prospectus will, at the Mailing Date and at the time of the Company Stockholders' Meeting and the VTEL Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required under applicable Law) and cooperate with Charter to mail such be stated therein or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Company Stockholders' Meeting or the VTEL Stockholders' Meeting any event or circumstance relating to VTEL or any of its affiliates, or its or their respective officers or directors, should be discovered by VTEL that should be set forth in an amendment to the Registration Statement or a supplement to Charter stockholders (if the Proxy Statement/Prospectus, VTEL shall promptly inform the Company. All documents that VTEL is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Registration Statement to the extent that the information contained therein relates to VTEL and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required under to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law)Law as to the information required to be contained therein.
Appears in 1 contract
Sources: Merger Agreement (Vtel Corp)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably Buyer and Company agree to cooperate with CenterState in order for CenterState to prepare and file the preparation of the Registration Statement (including the Proxy Statement-Prospectus and all related documents) to be filed by Buyer with the SEC in connection with the issuance of CenterState the Buyer Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements Merger (including the proxy statement and related analysis prospectus and other proxy solicitation materials of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file Company constituting a part thereof (the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the "Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60") days after the date hereof, file the Registration Statement with the SECand all related documents). Each of CenterState Buyer and Charter Company agree to use their respective commercially its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreementthereof. CenterState Buyer also agrees to use commercially reasonable best efforts to obtain any necessary state securities Law law or “"blue sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and Company's independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. After the Registration Statement is declared effective under the Securities Act, CharterCompany, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholdersshareholders.
(b) CenterState Buyer will advise CharterCompany, promptly after CenterState Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.
(c) The Proxy Statement-Prospectus and the Registration Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each party will notify the other party promptly upon the receipt of any comments (whether written or oral) from the SEC or its staffstaff and of any request by the SEC or its staff or any government officials for amendments or supplements to the Registration Statement, the Proxy Statement-Prospectus, or for any other filing or for additional information and shall will supply Charter the other party with copies of all correspondence between CenterState such party or any of its representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement-Prospectus, the Merger or any other filing. CenterState If at any time prior to the Company Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, Company and Buyer shall use their reasonable best efforts to promptly prepare, file with the SEC (if required under applicable Law) and mail to Company's shareholders such amendment or supplement. Buyer shall not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by Company's shareholders who may be Affiliates of Company or Buyer pursuant to Rule 145 under the Securities Act.
(d) Buyer will provide Charter Company and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter Company and its counsel with a copy of all such filings made with the SEC. If at Until such time as the Board of Directors of Company takes any time prior of the actions with respect to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement Acquisition Proposal permitted pursuant to Section 5.09 of this Agreement, Company will provide Buyer and its counsel with a reasonable opportunity to review and comment on the Proxy Statement-Prospectus and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the Registration StatementSEC, CenterState shall use and will provide Buyer and its commercially reasonable efforts to promptly prepare and file counsel with a copy of all such amendment or supplement filings made with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)SEC.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the date of this Agreement, Seller shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) cause to be filed with the SEC in connection the Proxy Statement / Prospectus and Seller shall prepare and cause to be filed with the issuance SEC the Form S-4 Registration Statement, in which the Proxy Statement / Prospectus will be included as a prospectus.
(b) Seller covenants, represents and warrants that the Proxy Statement / Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of CenterState Common Stock meeting and form of proxy included therewith), will not, at the time that the Proxy Statement / Prospectus or any amendment or supplement thereto is filed with the SEC or is first mailed to Seller’s stockholders, at the time of Seller’s Stockholders’ Meeting and at the time declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Seller makes no covenant, representation or warranty with respect to statements made in the transactions contemplated Proxy Statement / Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by this AgreementBuyer specifically for inclusion therein. Charter Seller shall use commercially reasonable efforts to cause the Form S-4 Registration Statement and the Proxy Statement / Prospectus to comply with the applicable rules and regulations promulgated by the SEC in all material respects.
(c) Seller shall notify Buyer promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement / Prospectus or the Form S-4 Registration Statement or for additional information and shall supply Buyer with copies of (i) all correspondence between Seller or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement / Prospectus, the Form S-4 Registration Statement or the Contemplated Transactions and (ii) all orders of the SEC relating to the Form S-4 Registration Statement. Seller shall use its commercially reasonable efforts to deliver respond as promptly as reasonably practicable to CenterState such financial statements any comments of the SEC or the staff of the SEC with respect to the Proxy Statement / Prospectus and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Form S-4 Registration Statement, and Buyer and its counsel shall have a reasonable opportunity to participate in the formulation of any other report required response to be filed by CenterState with any such comments of the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to reviewSEC or its staff. Charter agrees to Seller shall use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with have the Form S-4 Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after it is filed with the SEC. No filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purposeof, or of any request by the SEC for the amendment or supplement of to, the Form S-4 Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staffwill be made by Seller, and shall supply Charter with copies of all correspondence between CenterState and no filing of, or amendment or supplement to, the SEC with respect to the Registration Statement. CenterState Proxy Statement / Prospectus will provide Charter and its counsel with be made by Seller, in each case, without providing Buyer a reasonable opportunity to review and comment on thereon. Each party shall promptly furnish to the Registration Statement other party all information concerning such party and the Proxy Statement-Prospectus, such party’s Subsidiaries and all responses such Party’s stockholders or members that may be required or reasonably requested in connection with any action contemplated by this Section. If any event relating to requests for additional information by and replies to comments of the SEC prior to filing such withSeller occurs, or sending such toif Seller becomes aware of any information, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-Statement / Prospectus, then Seller shall promptly inform Buyer thereof and shall cooperate fully with Buyer in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Seller’s stockholders. Purchase Agreement 59 Project Acorn
(d) Buyer shall reasonably cooperate with Seller and provide, and require its Representatives to provide, Seller and its Representatives with all true, correct and complete information regarding Buyer that is required by applicable Law to be included in the Form S-4 Registration Statement and the Proxy Statement / Prospectus or reasonably requested from Buyer to be included in the Form S-4 Registration Statement, CenterState Statement and the Proxy Statement / Prospectus. Buyer shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement with assist Seller in responding to comments of the SEC (if or the staff of the SEC as they related to the information regarding the Buyer included or required under applicable Law) to be included in the Proxy Statement / Prospectus and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)Form S-4 Registration Statement.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (ai) Charter shall As promptly as reasonably practicable following the execution and delivery of this Agreement, Acquiror shall, in accordance with this Section 8.02(a) (and the Company will reasonably cooperate (including causing each of its Subsidiaries and Representatives to reasonably cooperate) with CenterState in order for CenterState Acquiror, and provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary therefor), prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each casepreliminary form, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) pursuant to which shares of Acquiror Common Stock issuable in the First Merger will be registered with the SEC, which shall include a joint proxy statement in connection with the Transactions (the “Proxy Statement / Prospectus”) to be sent to the stockholders of Acquiror and the Company in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Stockholder Redemption”); (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting, as adjourned or postponed, in compliance favor of the Acquiror Stockholder Matters; and (C) providing the Company’s stockholders with information regarding the transactions contemplated hereby in all material respects connection with making a determination as to whether to approve this Agreement and the transactions contemplated hereby. The Proxy Statement / Prospectus will comply as to form and substance with the applicable Lawsrequirements of the SEC and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Acquiror shall (I) file the definitive Proxy Statement / Prospectus with the SEC and (II) cause the Proxy Statement / Prospectus to be mailed to its stockholders of record, as of the record date to be established by the Acquiror Board in accordance with Section 8.02(b) and shallthe stockholders of the Company identified to Acquiror by the Company, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, (but in no event later less than sixty five Business Days except as otherwise required by applicable Law) following the earlier to occur of: (60x) days after if the date hereofpreliminary Proxy Statement / Prospectus is not reviewed by the SEC, file the Registration expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”).
(ii) Prior to filing with the SEC. Each , Acquiror will make available to the Company and its counsel drafts of CenterState the Proxy Statement / Prospectus and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement any other documents to be declared effective filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide the Company and its counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith, including by participating with Acquiror or its counsel in any scheduled discussions or meetings with the SEC (to the extent permitted by the SEC). Acquiror shall not file any such documents with the SEC as promptly as reasonably practicable after without the filing thereof and to maintain prior consent of the Company (such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause consent not to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState unreasonably withheld, conditioned or delayed). Acquiror will advise Charter, the Company promptly after CenterState it receives notice thereof, of of: (A) the time when the Registration Proxy Statement / Prospectus has become effective been filed; (B) if the preliminary Proxy Statement / Prospectus is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment has been filed, to the Proxy Statement / Prospectus; (E) any request by the SEC for amendment of the Proxy Statement / Prospectus; (F) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (G) requests by the SEC for additional information; and (H) the issuance of any stop order or the suspension of the qualification of CenterState the Acquiror Common Stock for offering or sale in any jurisdiction, jurisdiction or of the initiation or written threat of any proceeding for any such purpose, or of . Acquiror shall respond to any request SEC comments on the Proxy Statement / Prospectus as promptly as practicable and shall use its reasonable best efforts to have the Proxy Statement / Prospectus cleared by the SEC for under the amendment Exchange Act as promptly as practicable; provided, that prior to responding to any requests or supplement of comments from the Registration Statement or upon SEC, Acquiror will make available to the receipt Company Parties and their respective counsel drafts of any comments (whether written or oral) from such response and provide the SEC or its staff, Company Parties and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its their respective counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectussuch drafts, and all responses to requests for additional information including by and replies to comments of participating with Acquiror or its counsel in any scheduled discussions or meetings with the SEC prior (to filing such with, or sending such to, the extent permitted by the SEC).
(iii) If, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting Special Meeting, there shall occur be discovered any event information that should be disclosed set forth in an amendment or supplement to the Proxy Statement-Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the party which discovers such information shall use its commercially reasonable efforts to promptly prepare notify the other parties and Acquiror shall promptly file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such an amendment or supplement to Charter stockholders the Proxy Statement / Prospectus containing such information. Each Company Party will provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, a Company Party discovers any information, event or circumstance relating to such Company Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement / Prospectus so that the Proxy Statement / Prospectus 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 such Company Party shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies.
(iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Company agrees to promptly provide Acquiror with all information concerning the business, management, operations and financial condition of the Company and its Subsidiaries, in each case, reasonably requested by Acquiror for inclusion in the Proxy Statement / Prospectus. Each of Acquiror and each Company Party 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 / Prospectus or any other statement, filing, notice or application made by or on behalf of Acquiror, each Company Party, or their respective Affiliates to any regulatory authority (including the Selected National Securities Exchange, if required under applicable Law)applicable) in connection with the Transactions.
Appears in 1 contract
Sources: Merger Agreement (Forest Road Acquisition Corp. II)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably Buyer and Company agree to cooperate with CenterState in order for CenterState to prepare and file the preparation of the Registration Statement to be filed by Buyer with the SEC in connection with the transactions contemplated by this Agreement in connection with the issuance of Buyer Common Stock in the Merger (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement). Charter Company shall use its commercially reasonable best efforts to promptly deliver to CenterState Buyer such financial statements information with respect to Company, Company Bank, their respective Affiliates and related analysis the respective holders of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, their capital stock as may be reasonably requested or required in order to file the Registration Statement, and Statement or any other report required to be filed by CenterState Buyer with the SEC, or in connection with the qualification of the issuance of the Buyer Common Stock with respect to state securities or “blue sky” Laws, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState Buyer to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState Buyer and Charter Company agree to use their respective commercially reasonable best efforts to cause the Registration Statement to be filed with the SEC as promptly as reasonably practicable after the date of this Agreement, but in any event within sixty (60) days of the date of this Agreement, and to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness keep the Registration Statement effective for as so long as necessary to consummate complete the Merger Merger. Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Company’s independent auditors in connection with the Registration Statement and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this AgreementProxy Statement-Prospectus. After the Registration Statement is declared effective under the Securities Act, CharterCompany, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholdersshareholders, and Buyer, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its shareholders.
(b) CenterState The Proxy Statement-Prospectus and any amendment or supplement thereto and the Registration Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Buyer and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by or on behalf of itself for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any 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 not misleading or (ii) the Proxy Statement-Prospectus and any amendment or supplement thereto will, at the date it is first mailed to shareholders or stockholders of Company and of Buyer (or such other persons entitled to vote in respect of matters covered thereby, including ESOP participants as applicable) or at the time of the Company Meeting or at the time of the Buyer Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances in which they were made, not misleading. If, at any time prior to the Effective Time, any information relating to Company or Buyer, or any of their respective Affiliates, shall be discovered by Company or Buyer which, in the reasonable judgment of Company or Buyer, should be set forth in an amendment of, or a supplement to, any of the Registration Statement or the Proxy Statement-Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and Company and Buyer shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement-Prospectus or the Registration Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to shareholders of Company and stockholders of Buyer. Buyer will advise CharterCompany, promptly after CenterState Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order or the suspension of the qualification of CenterState Buyer Common Stock issuable for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState Buyer will provide Charter Company and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and including any amendments or supplements thereto, and, except to the extent such response is submitted under confidential cover, all responses to requests for additional information by and replies to comments of the SEC (and reasonable good faith consideration shall be given to any comments made by Company and its counsel) prior to filing such with, or sending such to, the SEC, and CenterState Buyer will provide Charter Company and its counsel with a copy of all such filings made with the SEC. If at any time prior .
(c) Buyer agrees to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement cause the shares of Buyer Common Stock to be issued in connection with the SEC (if required under applicable Law) and cooperate with Charter Merger to mail such amendment or supplement be approved for listing on NASDAQ Global Select, subject to Charter stockholders (if required under applicable Law)official notice of issuance, prior to the Effective Time.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution and delivery of this Agreement, Parent and the Company shall reasonably cooperate prepare, and Parent shall file with CenterState in order for CenterState to prepare and file the SEC, a Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC on Form S-4 in connection with the issuance of CenterState shares of Parent Common Stock in the transactions contemplated by this AgreementMerger (as may be amended or supplemented from time to time, the “Registration Statement”). Charter The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be considered at the Company Stockholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use its commercially reasonable best efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file have the Registration Statement, and any other report required to be filed Statement declared effective by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, SEC under the Securities Act as promptly as practicable following execution after such filing with the SEC. Without limiting the generality of this Agreementthe foregoing, prepare each of the Company and deliver drafts of such information to CenterState to review. Charter agrees to use Parent shall, and shall cause its commercially reasonable efforts to respective representatives to, fully cooperate with CenterState the other party hereto and CenterState’s counsel and accountants its respective representatives in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the preparation of the Registration Statement and the Proxy Statement-/Prospectus. CenterState shall, and shall furnish the other party hereto with all information concerning it and its Affiliates as soon as is practicable, but the other party hereto may deem reasonably necessary or advisable in no event later than sixty (60) days after the date hereof, file the Registration Statement connection with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement preparation of the Registration Statement or upon and the receipt of any comments (whether written or oral) from the SEC or its staffProxy Statement/Prospectus, and shall supply Charter with copies any amendment or supplement thereto, and each of all correspondence between CenterState Parent and the SEC with respect to Company shall provide the Registration Statement. CenterState will provide Charter and its counsel other party hereto with a reasonable opportunity to review and comment on thereon. As promptly as practicable after the Registration Statement is declared effective by the SEC, Parent and the Company shall cause the Proxy Statement-Prospectus/Prospectus to be disseminated to the stockholders of the Company.
(b) Unless the Company Board shall have effected a Company Board Recommendation Change in compliance with the terms and conditions set forth in this Agreement, the Proxy Statement/Prospectus shall include the Company Board Recommendation.
(c) Except as otherwise set forth in this Agreement or as may be required by applicable Law or Order, neither Parent nor the Company shall effect any amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Registration Statement without the prior consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Company, in connection with a Company Board Recommendation Change, may amend or supplement the proxy statement for the Company pursuant to a Qualifying Amendment to effect such change, and all responses in such event, the right of approval set forth in this Section 6.5(c) shall apply only with respect to requests for additional such information by relating to the other party or its business, financial condition or results of operations, and replies shall be subject to comments the Company’s right to have the deliberations and conclusions of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECCompany Board accurately described. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in A “Qualifying Amendment” means an amendment or supplement to the Proxy Statement-Prospectus or proxy statement for the Registration StatementCompany if and solely to the extent that it contains (i) a Company Board Recommendation Change, CenterState shall use its commercially reasonable efforts (ii) a statement of the reasons of the Company Board for making such Company Board Recommendation Change, and (iii) additional information reasonably related to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)foregoing.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as practicable following after the execution of this Agreement, VTEL shall prepare and deliver drafts file with the SEC a Registration Statement containing a joint Proxy Statement/Prospectus (the "Proxy Statement/Prospectus") for stockholders -------------------------- of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState the Company and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors VTEL in connection with (i) the Registration Statement registration under the Securities Act of the offer, sale and delivery of VTEL Common Stock to be issued in the Merger and (ii) the vote of the requisite percentage of the stockholders of the Company and VTEL with respect to the Merger and this Agreement. VTEL and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to Company shall each use their respective commercially all reasonable efforts to cause the Registration Statement to be declared become effective by the SEC as promptly as practicable, and shall take any action required to be taken in order to comply with any applicable federal or state securities laws in connection with the issuance of shares of VTEL Common Stock in the Merger. VTEL and the Company shall each furnish all information concerning itself, its subsidiaries and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the filing thereof Registration Statement shall have become effective, the Company and VTEL shall mail (the "Mailing Date") the Proxy Statement/Prospectus to maintain such effectiveness for the holders of Company ------------ Common Stock or VTEL Common Stock, as long as necessary the case may be, of record at least 20 calendar days prior to consummate the Merger Company Stockholders' Meeting and the other transactions contemplated by VTEL Stockholders' Meeting. It shall be a condition to the mailing of the Proxy Statement/Prospectus that VTEL and the Company shall have received the comfort letters described in Section 6.16 of this Agreement, if VTEL shall have ------------ requested such letters as described in Section 6.16 hereof. CenterState also agrees The Proxy ------------ Statement/Prospectus shall include the recommendation of the Board of Directors of the Company and VTEL in favor of the Merger.
(b) None of the information supplied or to use commercially reasonable efforts to obtain any necessary state securities Law be supplied by the Company for inclusion or “blue sky” permits and approvals required to carry out incorporation by reference in (i) the transactions contemplated by this Agreement. After Registration Statement will, at the time the Registration Statement is declared filed with the SEC and at the time it becomes effective under the Securities Act, Charter, at its own expense, shall promptly mail contain any untrue statement of a material fact or cause omit to state any material fact required to be mailed stated therein or necessary to make the statements made therein not misleading and (ii) the Proxy Statement-/Prospectus to its stockholders.
(b) CenterState will advise Charterwill, promptly after CenterState receives notice thereof, at the Mailing Date and at the time of the time when Company Stockholders' Meeting and the Registration Statement has become effective VTEL Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any supplement material fact required to be stated therein or amendment has been filednecessary to make the statements made therein, in light of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale circumstances in any jurisdictionwhich they were made, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECnot misleading. If at any time prior to the Charter Company Stockholders' Meeting there shall occur or the VTEL Stockholders' Meeting any event or circumstance relating to the Company or any of its affiliates, or its or their respective officers or directors, should be discovered by the Company that should be disclosed set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement-/Prospectus, the Company shall promptly inform VTEL. All documents that the Company is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Proxy Statement/Prospectus to the extent that the information contained therein relates to the Company and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law as to the information required to be contained therein.
(c) None of the information supplied or to be supplied by VTEL for inclusion or incorporation by reference in (i) the Registration StatementStatement will, CenterState shall use its commercially reasonable efforts to promptly prepare and file such amendment or supplement at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (if ii) the Proxy Statement/Prospectus will, at the Mailing Date and at the time of the Company Stockholders' Meeting and the VTEL Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required under applicable Law) and cooperate with Charter to mail such be stated therein or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Company Stockholders' Meeting or the VTEL Stockholders' Meeting any event or circumstance relating to VTEL or any of its affiliates, or its or their respective officers or directors, should be discovered by VTEL that should be set forth in an amendment to the Registration Statement or a supplement to Charter stockholders (if the Proxy Statement/Prospectus, VTEL shall promptly inform the Company. All documents that VTEL is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Registration Statement to the extent that the information contained therein relates to VTEL and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required under to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law)Law as to the information required to be contained therein.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as As promptly as practicable following execution after the date of this Agreement, Parent and the Company shall prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState /Prospectus and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof Parent shall prepare and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed filed with the SEC the Proxy Statement-/Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Form S-4 Registration Statement. CenterState , in which the Proxy Statement/Prospectus will provide Charter be included as a prospectus, providing Company (and its counsel counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement prior to it being filed with the SEC. Parent shall use commercially reasonable efforts and the Company shall cooperate with Parent as reasonably requested by Parent: (i) to cause the Form S-4 Registration Statement and the Proxy Statement-Prospectus/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the Company of, cooperate with the Company with respect to and all responses respond promptly to requests for additional information by and replies to any comments of the SEC prior or its staff; (iii) to filing such with, or sending such to, have the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, and the Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish to the other all information concerning such party and its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Notwithstanding the generality of the foregoing, the Company shall provide Parent with all information relating to the Company required to be included in the Form S-4 Registration Statement and the Proxy Statement/Prospectus as soon as is reasonably practicable, but in any event, on or before October 13, 2008, provided that such date shall be extended on a day for day basis based upon any delays by Parent or its advisors in providing Parent valuations or other information required to be included in materials to be furnished by the Company. If at either Parent or the Company becomes aware of any time prior to the Charter Meeting there shall occur any event information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement-Prospectus /Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Registration Proxy Statement, CenterState /Prospectus prior to it being filed with the SEC; (iii) shall use its commercially reasonable efforts to promptly prepare and file provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC SEC; and (iv) shall cooperate, if required under applicable Law) and cooperate with Charter to mail appropriate, in mailing such amendment or supplement to Charter the stockholders of the Company or the stockholders of Parent.
(if required b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under applicable Law)the securities law of every state of the United States in which any registered holder of Company Capital Stock has an address of record on the record date for determining the stockholders entitled to consent pursuant to the Company Written Consent; provided, however, that Parent 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.
Appears in 1 contract
Sources: Merger Agreement (Nuvelo Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution and delivery of this Agreement, Parent and the Company shall reasonably cooperate prepare, and Parent shall file with CenterState in order for CenterState to prepare and file the SEC, a Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC on Form S-4 in connection with the issuance of CenterState shares of Parent Common Stock in the transactions contemplated by this AgreementMerger (as may be amended or supplemented from time to time, the "Registration Statement"). Charter The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be considered at the Company Stockholder Meeting (as may be amended or supplemented from time to time, the "Proxy Statement/Prospectus"). Each of Parent and the Company shall use its commercially reasonable best efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file have the Registration Statement, and any other report required to be filed Statement declared effective by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, SEC under the Securities Act as promptly as practicable following execution after such filing with the SEC. Without limiting the generality of this Agreementthe foregoing, prepare each of the Company and deliver drafts of such information to CenterState to review. Charter agrees to use Parent shall, and shall cause its commercially reasonable efforts to respective representatives to, fully cooperate with CenterState the other party hereto and CenterState’s counsel and accountants its respective representatives in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the preparation of the Registration Statement and the Proxy Statement-/Prospectus. CenterState shall, and shall furnish the other party hereto with all information concerning it and its Affiliates as soon as is practicable, but the other party hereto may deem reasonably necessary or advisable in no event later than sixty (60) days after the date hereof, file the Registration Statement connection with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement preparation of the Registration Statement or upon and the receipt of any comments (whether written or oral) from the SEC or its staffProxy Statement/Prospectus, and shall supply Charter with copies any amendment or supplement thereto, and each of all correspondence between CenterState Parent and the SEC with respect to Company shall provide the Registration Statement. CenterState will provide Charter and its counsel other party hereto with a reasonable opportunity to review and comment on thereon. As promptly as practicable after the Registration Statement is declared effective by the SEC, Parent and the Company shall cause the Proxy Statement-Prospectus/Prospectus to be disseminated to the stockholders of the Company.
(b) Unless the Company Board shall have effected a Company Board Recommendation Change in compliance with the terms and conditions set forth in this Agreement, the Proxy Statement/Prospectus shall include the Company Board Recommendation.
(c) Except as otherwise set forth in this Agreement or as may be required by applicable Law or Order, neither Parent nor the Company shall effect any amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Registration Statement without the prior consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Company, in connection with a Company Board Recommendation Change, may amend or supplement the proxy statement for the Company pursuant to a Qualifying Amendment to effect such change, and all responses in such event, the right of approval set forth in this Section 6.5(c) shall apply only with respect to requests for additional such information by relating to the other party or its business, financial condition or results of operations, and replies shall be subject to comments the Company's right to have the deliberations and conclusions of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECCompany Board accurately described. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in A "Qualifying Amendment" means an amendment or supplement to the Proxy Statement-Prospectus or proxy statement for the Registration StatementCompany if and solely to the extent that it contains (i) a Company Board Recommendation Change, CenterState shall use its commercially reasonable efforts (ii) a statement of the reasons of the Company Board for making such Company Board Recommendation Change, and (iii) additional information reasonably related to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)foregoing.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (aA) Charter As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall reasonably cooperate with CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-/Prospectus and all related documents) Parent shall prepare and cause to be filed with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and which the Proxy Statement-Prospectus. CenterState shall, /Prospectus will be included as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SECa prospectus. Each of CenterState Parent and Charter agree to the Company shall use their respective commercially reasonable efforts to cause the Registration Statement and the Proxy Statement/Prospectus to be comply as to form and substance as to such party in all material respects with the rules and regulations promulgated by the SEC, the Nasdaq Global Market and the American Stock Exchange, respond promptly to any comments of the SEC or its staff and use all reasonable efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly as reasonably practicable after it is filed with the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger SEC, and the other transactions contemplated by this Agreement. CenterState also agrees Company will cause the Proxy Statement/Prospectus to use commercially reasonable efforts be mailed to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After holders of Company Common Stock at the earliest practicable time after the Registration Statement is declared effective under by the Securities ActSEC. Each of Parent, Charter, at its own expense, Merger Sub and the Company shall promptly mail furnish to the other party such information regarding itself and its business and financial statements and affairs as, in the reasonable judgment of the providing party or cause to its counsel, may be mailed required or appropriate for inclusion in the Proxy Statement-/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, cooperate with the other's counsel and auditors in the preparation of the time when Proxy Statement/Prospectus and the Registration Statement has become effective or any supplement or amendment has been filed, Statement. To the extent required by the applicable requirements of the issuance Securities Act and the Exchange Act and, in each case, the rules and regulations thereunder, (i) Parent and the Company shall promptly correct any information provided by it for use in the Proxy Statement/Prospectus or Registration Statement if such information shall have become false or misleading in any material respect; and (ii) Parent and the Company shall take all steps necessary to promptly cause the Proxy Statement/Prospectus or Registration Statement, as the case may be, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of Company Common Stock. Parent shall promptly provide the Company and its counsel with a copy or description of any stop order comments received by Parent (or its counsel) from the suspension of SEC or its staff with respect to the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purposeRegistration Statement, or of any request by the SEC or its staff for the amendment amendments or supplement of supplements to the Registration Statement or upon the receipt of for additional information. Parent shall respond promptly to any comments (whether written or oral) from of the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC staff with respect to the Registration Statement. CenterState will provide Charter Statement and its give the Company and the Company's counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses any response to requests for additional information by and replies such comments provided to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will its staff. The Company shall promptly provide Charter Parent and its counsel with a copy or description of all such filings made any comments received by the Company (or its counsel) from the SEC or its staff with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement respect to the Proxy Statement-/Prospectus, or of any request by the SEC or its staff for amendments or supplements to the Proxy Statement/Prospectus or for additional information. The Company shall respond promptly to any comments of the Registration SEC or its staff with respect to the Proxy Statement/Prospectus and give Parent and Parent's counsel a reasonable opportunity to review and comment on any response to such comments provided to the SEC or its staff.
(B) Prior to the Effective Time, CenterState Parent shall use its commercially reasonable efforts to promptly prepare obtain all regulatory approvals needed to ensure that the Parent Ordinary Shares to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and file such amendment to vote at the Company Stockholders Meeting.
(C) The Proxy Statement/Prospectus will include the Company Board Recommendation, subject to the right of the Board of Directors of the Company to withhold, withdraw, modify, amend, change, rescind, condition or supplement qualify the Company Board Recommendation in compliance with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable LawSection 4.4(c).
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (ai) Charter As promptly as reasonably practicable, ▇▇▇▇▇▇ shall reasonably draft and prepare, and Prudential shall cooperate with CenterState in order for CenterState to prepare and file the preparation of a Registration Statement (including the Proxy Statement-Prospectus and all related documents) on Form S-4 to be filed by ▇▇▇▇▇▇ with the SEC with respect to the issuance of ▇▇▇▇▇▇ Common Stock in the Merger. The Registration Statement shall contain proxy materials relating to the matters to be submitted to Prudential’s shareholders at the Prudential Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of ▇▇▇▇▇▇ Common Stock to be issued in the Merger. Prudential shall provide ▇▇▇▇▇▇ with any information concerning itself that ▇▇▇▇▇▇ may reasonably request in connection with the issuance drafting and preparation of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-/Prospectus, and ▇▇▇▇▇▇ shall notify Prudential promptly of the receipt of any comments of the SEC with respect to the Proxy Statement/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Prudential promptly copies of all correspondence between ▇▇▇▇▇▇ or any of their representatives and the SEC. CenterState shall▇▇▇▇▇▇ shall give Prudential and its counsel reasonable opportunity to review and comment on the Proxy Statement/Prospectus prior to its being filed with the SEC and shall give Prudential and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, as soon as is practicableor sent to, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState ▇▇▇▇▇▇ and Charter agree Prudential agrees to use their respective commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC. ▇▇▇▇▇▇ shall use commercially reasonable efforts to cause have the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated by this Agreementhereby. CenterState also agrees to Each of ▇▇▇▇▇▇ and Prudential will use their commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required cause the Proxy Statement/Prospectus to carry out be mailed to the transactions contemplated by this Agreement. After Prudential shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act; provided, Charterhowever, at that ▇▇▇▇▇▇ may, in its own expensesole discretion, shall promptly mail or cause elect to be mailed defer such mailing until such time as the Proxy Statement-Prospectus to its stockholders.
(b) CenterState Bankruptcy Court has approved the Litigation Settlement Agreement and the period for filing an appeal thereof has expired. ▇▇▇▇▇▇ will advise CharterPrudential, promptly after CenterState it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order or order, the suspension of the qualification of CenterState ▇▇▇▇▇▇ Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement Proxy Statement/Prospectus or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur Effective Time any event that information relating to ▇▇▇▇▇▇ or Prudential, or any of their respective Affiliates, officers or directors, should be disclosed discovered by ▇▇▇▇▇▇ or Prudential which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement-/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Registration Statementstatements therein, CenterState in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall use its commercially reasonable efforts promptly notify the other Party hereto and, to promptly prepare and file such the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by ▇▇▇▇▇▇ with the SEC and disseminated by the Parties to Prudential’s shareholders as, and to the extent required, under the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder.
(if ii) ▇▇▇▇▇▇ shall also take any action required to be taken under any applicable Lawstate securities laws in connection with the Merger and each of ▇▇▇▇▇▇ or Prudential shall furnish all information concerning it and the holders of Prudential Common Stock as may be reasonably requested in connection with any such action.
(iii) and cooperate with Charter Prior to mail the Effective Time, ▇▇▇▇▇▇ shall take all such amendment or supplement action as shall be necessary to Charter stockholders (if required under applicable Law)permit the additional shares of ▇▇▇▇▇▇ Common Stock to be issued by ▇▇▇▇▇▇ in exchange for the shares of Prudential Common Stock to be traded on the primary exchange on which ▇▇▇▇▇▇ Common Stock is listed.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState The information supplied by Parent for inclusion in order for CenterState to prepare and file the Registration Statement (including shall not at the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After time the Registration Statement is declared effective under by the Securities Act, Charter, at its own expense, shall promptly mail SEC contain any untrue statement of a material fact or cause omit to state any material fact required to be mailed stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement-/Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, be sent to the stockholders of Parent and the shareholders of the time when Company in connection with the Registration Statement has become effective Parent Stockholders Meeting and the Company Shareholders Meeting, shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent or amendment has been filed, shareholders of the issuance Company or at the time of any stop order the Parent Stockholders Meeting or the suspension Company Shareholders Meeting, contain any statement which, at such time and in light of the qualification of CenterState Common Stock for offering circumstances under which it shall be made, is false or sale misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC earlier communication with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on solicitation of proxies for the Registration Statement and Parent Stockholders Meeting or the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, Company Shareholders Meeting which has become false or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECmisleading. If at any time prior to the Charter Parent Stockholders Meeting there shall occur or the Company Shareholders Meeting any event that relating to Parent or any of its respective affiliates, officers or directors should be disclosed discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement-Prospectus or /Prospectus, Parent shall promptly inform the Company. The Registration Statement, CenterState Statement shall use its commercially reasonable efforts comply in all material respects as to promptly prepare form and file such amendment or supplement substance with the SEC (if required under applicable Law) requirements of the Securities Act, the Exchange Act and cooperate the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with Charter respect to mail such amendment or supplement to Charter stockholders (if required under applicable Law)any information supplied by the Company which is contained in any of the foregoing documents.
Appears in 1 contract
Sources: Merger Agreement (Media 100 Inc)
Registration Statement; Proxy Statement/Prospectus. (a) Charter Promptly following the date hereof, the Company and Parent shall reasonably cooperate with CenterState in order for CenterState to prepare and file with the SEC a Proxy Statement relating to the Merger and this Agreement, obtain and furnish the information required to be included by the SEC in the Proxy Statement and respond promptly to any comments made by the SEC with respect to the Proxy Statement, and cause the Proxy Statement and the prospectus to be included in the Registration Statement, including any amendment or supplement thereto, to be mailed to its stockholders at the earliest practicable date after the Registration Statement (including is declared effective by the SEC. The Company shall use all reasonable efforts to obtain the necessary approval of the Merger and this Agreement by its stockholders. Unless the Company shall have taken action permitted by the second sentence of Section 4.3(c), the Company shall not file with or supplementally provide to the SEC or mail to its stockholders the Proxy Statement-Prospectus Statement or any amendment or supplement thereto without Parent’s prior consent, which consent shall not be unreasonably withheld or delayed. Subject to the terms and all related documentsconditions hereof, the Company shall allow Parent’s full participation in the preparation of the Proxy Statement and any amendment or supplement thereto (other than with respect to documents incorporated by reference) and shall consult with Parent and its advisors concerning any comments from the SEC with respect thereto.
(b) Promptly following the date hereof, Parent shall prepare and file with the SEC the Registration Statement, in connection with which the issuance Proxy Statement shall be included as a prospectus and shall constitute a part of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in parties hereto shall use all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with have the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after such filing and keep the filing thereof and to maintain such effectiveness Registration Statement effective for as so long as necessary to consummate the Merger Merger. Parent shall obtain and furnish the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals information required to carry out be included in the transactions contemplated Registration Statement, provide the Company with any comments made by this Agreement. After the SEC with respect to the Registration Statement is declared effective under promptly after receipt of such comments and, after consultation with the Securities ActCompany and its advisors, Charterrespond promptly to such comments. Parent shall not file the Registration Statement or any amendment or supplement without the Company’s prior written consent, at its own expense, which consent shall promptly mail not be unreasonably withheld or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState delayed. Parent will advise Charterthe Company, promptly after CenterState receives its receipt of notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order order.
(c) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger, except to the extent that the Company shall have withdrawn or modified its recommendation of this Agreement or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request Merger as permitted by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments Section 4.3(c).
(whether written or orald) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState Parent and the SEC Company shall, as promptly as practicable, make all necessary filings with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on Merger (including the Registration Statement issuance of shares of Parent Common Stock in the Merger) under the Securities Act and the Proxy Statement-Prospectus, Exchange Act and all responses to requests for additional information by and replies to comments the Regulations of the SEC prior to filing such with, thereunder and under applicable Blue Sky Laws or sending such to, the SECsimilar securities Laws, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially all reasonable efforts to promptly obtain required Approvals with respect thereto.
(e) Each party hereto agrees to furnish all information concerning itself as may be reasonably required to prepare and file the Proxy Statement or Registration Statement or to make such amendment or supplement with the SEC (if required under applicable Lawfilings pursuant to Section 5.1(d) and cooperate with Charter to mail such amendment shall correct any information provided by it for use in the Proxy Statement or supplement to Charter stockholders (if required under applicable Law)Registration Statement that becomes false or misleading in any material respect.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare Upon the execution and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution delivery of this Agreement, prepare NWBI and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to PWOD shall promptly cause the Registration Statement to be prepared and NWBI shall cause the Registration Statement to be filed with the SEC. NWBI and PWOD shall use their commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly soon as reasonably practicable after the filing thereof thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to maintain such effectiveness for the Effective Time, any event relating to PWOD or NWBI is discovered by PWOD or NWBI, as long as necessary to consummate applicable, which should be set forth in an amendment of, or a supplement to, the Merger and Registration Statement, the discovering party shall promptly inform the other transactions contemplated by this Agreementparty with all relevant information relating to such event, whereupon NWBI shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. CenterState Upon the effectiveness of such amendment, each of PWOD and NWBI (if prior to the meeting of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meeting. NWBI shall also agrees to use commercially reasonable best efforts to obtain any all necessary state securities Law law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and PWOD shall furnish all information concerning PWOD and the holders of PWOD Common Stock as may be reasonably requested in connection with any such action. After PWOD and NWBI shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, NWBI and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect PWOD each agrees to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts and to promptly cooperate with the other party in all reasonable respects to prepare and file such amendment or supplement the Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for distribution to the PWOD shareholders.
(if required under applicable Lawc) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and cooperate with Charter take the necessary steps to mail such amendment or supplement to Charter stockholders (if required under applicable Law)correct the Proxy Statement/Prospectus.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare Upon the execution and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution delivery of this Agreement, prepare and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinionsCivista, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each assistance of CenterState and Charter agree to use their respective commercially reasonable efforts to Comunibanc shall promptly cause the Registration Statement to be prepared and Civista shall cause the Registration Statement to be filed with the SEC. Civista and Comunibanc shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as promptly soon as reasonably practicable after the filing thereof thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to maintain such effectiveness for the Effective Time, any event relating to Comunibanc or Civista is discovered by Comunibanc or Civista, as long as necessary to consummate applicable, which should be set forth in an amendment of, or a supplement to, the Merger and Registration Statement, the discovering party shall promptly inform the other transactions contemplated by this Agreementparty with all relevant information relating to such event, whereupon Civista shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. CenterState Upon the effectiveness of such amendment, each of Comunibanc and Civista (if prior to the meeting of the Comunibanc shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meeting. Civista shall also agrees to use commercially reasonable best efforts to obtain any all necessary state securities Law law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Comunibanc shall furnish all information concerning Comunibanc and the holders of Comunibanc Common Stock as may be reasonably requested in connection with any such action. After Comunibanc shall provide Civista with all information concerning its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, Civista and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect Comunibanc each agrees to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts and to promptly cooperate with the other party in all reasonable respects to prepare and file such amendment or supplement the Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to the Comunibanc shareholders.
(if required under applicable Lawc) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and cooperate with Charter take the necessary steps to mail such amendment or supplement to Charter stockholders (if required under applicable Law)correct the Proxy Statement/Prospectus.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare and file After the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, Company and Parent shall mutually prepare, and Parent shall file a Registration Statement on Form S-4 registering the Parent Common Stock to be issued in connection with the Merger (the “Registration Statement”) with the SEC. Following receipt of SEC comments on such Registration Statement, Parent and Company shall mutually prepare a response to such comments. Parent and deliver drafts of such information to CenterState to review. Charter agrees to Company shall use its all commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with have the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after practicable. Parent shall also take any action required to be taken under applicable state blue sky or securities laws in connection with Parent Common Stock to be issued in exchange for the filing thereof shares of Company Capital Stock. Parent and Company shall promptly furnish to maintain each other all information, and take such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use actions (including without limitation using all commercially reasonable efforts to obtain provide any necessary state securities Law or “blue sky” permits and approvals required consents of their respective independent auditors), as may reasonably be requested in connection with any action by any of them in connection with the preceding sentences of this Section 5.7. Whenever any party learns of the occurrence of any event which is required to carry out be set forth in an amendment or supplement to the transactions contemplated Parent Proxy Statement, the Registration Statement or any other filing made pursuant to this Section 5.7, Parent or Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff and/or mailing to stockholders of Company and Parent such amendment or supplement.
(b) The information supplied by this Agreement. After Company for inclusion or incorporation by reference in the Registration Statement as it relates to Company, at the time the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, 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 not misleading. The information supplied by Company for inclusion in the proxy statement to be sent to the stockholders of Parent (the “Parent Proxy Statement”), at the date the Parent Proxy Statement is first mailed to stockholders of Parent, at the time of the Parent Special Meeting and CenterState at the Effective Time will provide Charter and its counsel with not contain any untrue statement of a copy 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 all such filings made with the SECcircumstances under which they were made, not misleading. If at any time prior to the Charter Meeting there Effective Time any event with respect to Company or any of the Company Subsidiaries shall occur any which is required to be described in the Registration Statement or Parent Proxy Statement, such event that should shall be disclosed in so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Parent.
(c) The information supplied by Parent for inclusion or incorporation by reference in the Registration Statement as it relates to Parent, at the time the Registration Statement is declared effective by the SEC, 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 not misleading. The information supplied by Parent for inclusion in the Parent Proxy Statement-Prospectus , at the date the Parent Proxy Statement is first mailed to the Parent’s stockholders, at the time of the Parent Special Meeting and at the Effective Time 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 Registration 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 with respect to Parent or any of the Parent Subsidiaries shall occur which is required to be described in the Parent Proxy Statement, CenterState such event shall use its commercially reasonable efforts to promptly prepare be so described, and file such an amendment or supplement shall be promptly filed with the SEC (if and, as required under applicable Law) and cooperate with Charter by law, disseminated to mail such amendment or supplement to Charter the stockholders (if required under applicable Law)of Company.
Appears in 1 contract
Sources: Merger Agreement (Quepasa Corp)
Registration Statement; Proxy Statement/Prospectus. (a) Charter shall reasonably cooperate with CenterState in order for CenterState to prepare Upon the execution and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC in connection with the issuance of CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be filed by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution delivery of this Agreement, prepare LCNB and deliver drafts of such information to CenterState to review. Charter agrees to use its commercially reasonable efforts to cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the date hereof, file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to EFBI shall promptly cause the Registration Statement to be prepared and LCNB shall cause the Registration Statement to be filed with the SEC. LCNB and EFBI shall use their commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly soon as reasonably practicable after the filing thereof thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to maintain such effectiveness for the Effective Time, any event relating to EFBI or LCNB is discovered by EFBI or LCNB, as long as necessary to consummate applicable, which should be set forth in an amendment of, or a supplement to, the Merger and Registration Statement, the discovering party shall promptly inform the other transactions contemplated by this Agreementparty with all relevant information relating to such event, whereupon LCNB shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC after EFBI shall have been given reasonable time to review such amendment. CenterState Upon the effectiveness of such amendment, each of EFBI and LCNB (if prior to the meeting of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. LCNB shall also agrees to use commercially reasonable best efforts to obtain any all necessary state securities Law law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and EFBI shall furnish all information concerning EFBI and the holders of EFBI Common Stock as may be reasonably requested in connection with any such action. After EFBI and LCNB shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether written or oral) from the SEC or its staff, LCNB and shall supply Charter with copies of all correspondence between CenterState and the SEC with respect EFBI each agrees to the Registration Statement. CenterState will provide Charter and its counsel with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies to comments of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SEC. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement, CenterState shall use its commercially reasonable efforts and to promptly cooperate with the other party in all reasonable respects to prepare and file such amendment or supplement the Proxy Statement/Prospectus for filing with the SEC and, when the Registration Statement is effective, for delivery to the EFBI shareholders.
(if required under applicable Lawc) If either party becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, that party shall promptly inform the other thereof and cooperate with Charter take the necessary steps to mail such amendment or supplement to Charter stockholders (if required under applicable Law)correct the Proxy Statement/Prospectus.
Appears in 1 contract
Sources: Merger Agreement (LCNB Corp)
Registration Statement; Proxy Statement/Prospectus. (a) Charter As promptly as practicable after the execution and delivery of this Agreement, Parent and the Company shall reasonably cooperate prepare, and Parent shall file with CenterState in order for CenterState to prepare and file the SEC, a Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC on Form S-4 in connection with the issuance of CenterState shares of Parent Common Stock in the transactions contemplated by Merger (as may be amended or supplemented from time to time, the “Registration Statement”). The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be considered at the Company Stockholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus shall include information regarding the Company and the terms of the Merger and this Agreement. Charter Each of Parent and the Company shall use its commercially reasonable best efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file have the Registration Statement, and any other report required to be filed Statement declared effective by CenterState with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, SEC under the Securities Act as promptly as practicable following execution after such filing with the SEC. Without limiting the generality of this Agreementthe foregoing, prepare each of the Company and deliver drafts of such information to CenterState to review. Charter agrees to use Parent shall, and shall cause its commercially reasonable efforts to respective representatives to, fully cooperate with CenterState the other party hereto and CenterState’s counsel and accountants its respective representatives in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the preparation of the Registration Statement and the Proxy Statement-/Prospectus. CenterState shall, and shall furnish the other party hereto with all information concerning it and its Affiliates as soon as is practicable, but the other party hereto may deem reasonably necessary or advisable in no event later than sixty (60) days after the date hereof, file the Registration Statement connection with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, Charter, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus to its stockholders.
(b) CenterState will advise Charter, promptly after CenterState receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of CenterState Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement preparation of the Registration Statement or upon and the receipt of any comments (whether written or oral) from the SEC or its staffProxy Statement/Prospectus, and shall supply Charter with copies any amendment or supplement thereto, and each of all correspondence between CenterState Parent and the SEC with respect to Company shall provide the Registration Statement. CenterState will provide Charter and its counsel other party hereto with a reasonable opportunity to review and comment on thereon. As promptly as practicable after the Registration Statement is declared effective by the SEC, Parent and the Company shall cause the Proxy Statement-Prospectus/Prospectus to be disseminated to the Company Stockholders.
(b) Unless the Company Board shall have effected a Company Board Recommendation Change in compliance with the terms and conditions set forth in this Agreement, the Proxy Statement/Prospectus shall include the Company Board Recommendation.
(c) Except as otherwise set forth in this Agreement or as may be required by applicable Law or Order, neither Parent nor the Company shall effect any amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Registration Statement without the prior consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Company, in connection with a Company Board Recommendation Change pursuant to and in accordance with Section 5.2, may amend or supplement the Proxy Statement/Prospectus pursuant to a Qualifying Amendment to effect such change, and all responses in such event, the right of approval set forth in this Section 5.10(c) shall apply only with respect to requests for additional such information by relating to the other party or its business, financial condition or results of operations, and replies shall be subject to comments the Company’s right to have the deliberations and conclusions of the SEC prior to filing such with, or sending such to, the SEC, and CenterState will provide Charter and its counsel with a copy of all such filings made with the SECCompany Board accurately described. If at any time prior to the Charter Meeting there shall occur any event that should be disclosed in A “Qualifying Amendment” means an amendment or supplement to the Proxy Statement-Prospectus or proxy statement for the Registration StatementCompany if and solely to the extent that it contains (i) a Company Board Recommendation Change, CenterState shall use its commercially reasonable efforts (ii) a statement of the reasons of the Company Board for making such Company Board Recommendation Change, and (iii) additional information reasonably related to promptly prepare and file such amendment or supplement with the SEC (if required under applicable Law) and cooperate with Charter to mail such amendment or supplement to Charter stockholders (if required under applicable Law)foregoing.
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