Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will prepare and file with the Commission the Registration Statement and Proxy Statement. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each mail the Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time 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 set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives notice
Appears in 2 contracts
Sources: Merger Agreement (Unitrode Corp), Merger Agreement (Unitrode Corp)
Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution date of this AgreementPlan, the Acquiror Companies will shall prepare a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), which, with the assistance of the Company, shall contain a prospectus/proxy statement relating to the vote of shareholders of the Company at the Company Shareholders' Meeting (the "Prospectus/Proxy Statement"), in connection with the registration under the Securities Act of the offering, sale and delivery of Acquiror Common Stock to be issued in the Merger pursuant to this Plan. As promptly as practicable after the date of this Plan, the Company shall assist the Acquiror in preparing the Prospectus/Proxy Statement and shall, pursuant to the Proxy Rules under the Exchange Act, file the same, in preliminary form, with the Commission, together with a form of proxy, in connection with the vote of the Company's shareholders with respect to this Plan (such Prospectus/Proxy Statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's shareholders, being the "Company Proxy Statement"). The Acquiror and the Company agree to use all reasonable efforts to effect such filing on or before June 17, 1997 and to mail such Prospectus/Proxy Statement to the shareholders of the Company on or before July 30, 1997; provided, however, that neither party shall be compelled by such undertaking to make any concession to any Governmental Authority that it in good faith regards as inappropriate. As soon as reasonably appropriate, the Acquiror shall file the Registration Statement with the Commission pursuant to the Registration Statement and Proxy Statement. Each registration provisions of the Securities Act. The Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each shall mail the Company Proxy Statement to its respective stockholders shareholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror StockholdersShareholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time.
(b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement is 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 therein not misleading. The information supplied by the Company for inclusion in the Company Proxy Statement to be sent to the shareholders of the Company in connection with the Company Shareholders' Meeting shall not, at the date the Company Proxy Statement (or any supplement thereto) is first mailed to shareholders or at the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Company Proxy Statement, the Company will shall promptly inform the Acquiror, . All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement Regulations thereunder and the Proxy Statement accordinglyExchange Act and the Regulations thereunder.
(c) The information supplied by the Acquiror Companies for inclusion in the Registration Statement shall not, at the time the Registration Statement is 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 therein not misleading. The information supplied by the Acquiror Companies for inclusion in the Company Proxy Statement to be sent to the shareholders of the Company in connection with the Company Shareholders' Meeting shall not, at the date the Company Proxy Statement (or any supplement thereto) is first mailed to shareholders or at the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Company Proxy Statement, the Acquiror will shall promptly inform the Company, . All documents that the Acquiror Companies are responsible for filing with the Commission in connection with the transactions contemplated hereby shall comply as to form in all material respects with the applicable requirements of the Securities Act and they will undertake to amend or supplement the Registration Statement, Regulations thereunder and the prospectus contained therein and/or Exchange Act and the Proxy Statement accordinglyRegulations thereunder.
(d) No amendment or supplement to the Registration Statement or the Company Proxy Statement will be made by the Acquiror or the Company without prior consultation with the approval of the other partyparty which will not be unreasonably withheld or delayed. The Acquiror and the Company each will advise the other, promptly after it receives noticenotice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order suspending the effectiveness of the Registration Statement or the solicitation of proxies pursuant to the Company Proxy Statement, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the staff of the Commission for amendment of the Registration Statement or the Company Proxy Statement, the receipt from the staff of the Commission of comments thereon or any request by the staff of the Commission for additional information with respect thereto.
Appears in 2 contracts
Sources: Merger Agreement (Numar Corp), Merger Agreement (Halliburton Co)
Registration Statement; Proxy Statements. and Stockholders' Meetings.
(a) As Greystone will file as promptly as practicable after practi- cable a registration statement (the execution of this Agreement, the Acquiror Companies will prepare and file "Registration Statement") on Form S-4 (or whatever other form may be applicable) with the Securities and Exchange Commission (the "SEC") with respect to the issuance of the shares of Common Stock and Class B Common Stock to be issued in the Merger and will use its best efforts to cause the Registration Statement to become effective as
(b) Greystone will give lawyers, accountants and Proxy other representatives of Lennar reasonable access during normal business hours to all the books, records and personnel of Greystone and its subsidiaries which will be useful to as- sure that the disclosures about Greystone in the Registration Statement or in documents incorporated by reference into the
(c) Lennar will (i) supply to Greystone all information Greystone is required to include in the Registra- tion Statement. Each , including consolidated financial statements of Lennar and its subsidiaries at November 30, 1996 and for the Acquiror Companies three years ended on that date which give effect to the Spin Off and the Company will use have been audited by Deloitte & Touche and any other required financial statements of Lennar and its subsidiaries, and in all reasonable other respects cooperate with Greystone in its efforts to have or cause the Registration Statement to become effective as promptly as practicable, including giving lawyers, accountants and other representatives of Greystone reasonable access during normal business hours to all the books, records and personnel of Lennar and its subsidiaries which will take any action required be useful to be taken under any applicable federal or state securities Laws assure that the disclosures about Lennar in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement or in documents incorporated by reference into the Registration Statement are complete and accurate, (ii) recommend to remain effective through the Effective Time. Each its stockholders that they vote in favor of the Acquiror Companies Merger and permit that recommendation to be described in the Company will furnish all information concerning Registration Statement, except to the extent that, although Lennar's Board of Directors does not withdraw its approval of the Merger or take any other action which would prevent its stockholders from voting upon the Merger or prevent the Merger from taking place if this Agreement is adopted by Lennar's stockholders, it and is required by its fiduciary duties to state that it no longer recommends the holders of its capital stock Merger, (iii) as the other may reasonably request in connection with such actions. As promptly as practicable practicable, and in any event within 10 days after the Registration Statement shall have become becomes effective, cause the Company and the Acquiror will each mail the Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine proxy statement included in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time.
(b) If at any time prior to the Effective Time 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 set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly.
(c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly.
(d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives noticemailed to its stockholders and
Appears in 1 contract
Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will shall prepare and file with the Commission SEC a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement and Statement"), containing (i) a proxy statement/prospectus for shareholders of the Company (the "Company Proxy Statement/Prospectus") in connection with the registration under the Securities Act of the offer, sale and delivery of Acquiror Common Stock to be issued in the Merger and the solicitation by the Company of proxies from its shareholders for approval of the Merger and (ii) a proxy statement for shareholders of Acquiror (the "Acquiror Proxy Statement") in connection with the solicitation by the Acquiror of proxies from its shareholders for approval of the Merger and the other transactions contemplated by this Agreement. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such 50 actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each shall mail the Company Proxy Statement Statement/Prospectus to its respective stockholders shareholders entitled to notice of and to vote at the Company Stockholders' Shareholder Meeting or and Acquiror shall mail the Acquiror Stockholders' Proxy Statement to its shareholders entitled to notice of and to vote at the Acquiror Shareholder Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counselThe Company Proxy Statement shall, to be necessary to comply the extent consistent with its their fiduciary duty to stockholders as imposed by Lawduties, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the The Acquiror Proxy Statement will shall include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time.
(b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement is 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 therein not misleading. The information supplied by the Company for inclusion in (i) the Company Proxy Statement/Prospectus to be sent to the shareholders of the Company in connection with the Company Shareholders Meeting shall not, at the date the Company Proxy Statement/Prospectus (or any supplement thereto) is first mailed to shareholders, at the time of the Company Shareholders Meeting or at the Effective Time and (ii) the Acquiror Proxy Statement to be sent to the shareholders of Acquiror in connection with the Acquiror Shareholders Meeting shall not, at the date the Acquiror Proxy Statement (or any supplement thereto), is first mailed to shareholders at the time of the Acquiror Shareholders 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time Company Shareholders Meeting any event or circumstance relating to the Company or any of its Affiliatesaffiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Company Proxy Statement/Prospectus or Acquiror Proxy Statement, the Company will shall promptly inform Acquiror. All documents that the Acquiror, Company is responsible for filing with the SEC in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement rules and regulations thereunder and the Proxy Statement accordinglyExchange Act and the rules and regulations thereunder.
(c) The information supplied by the Acquiror for inclusion in the Registration Statement shall not, at the time the Registration Statement is 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 therein not misleading. The information supplied by the Acquiror for inclusion in (i) the Company Proxy Statement/Prospectus to be sent to the shareholders of the Company in connection with the Company Shareholders Meeting shall not, at the date the Company Proxy Statement/Prospectus (or any supplement thereto) is first mailed to shareholders, at the time of the Company Shareholders Meeting or at the Effective Time and (ii) the Acquiror Proxy Statement to be sent to the shareholders of Acquiror in connection with the Acquiror Shareholders Meeting shall not, at the date the Acquiror Proxy Statement (or supplement thereto) is first mailed to shareholders, at the time of the Acquiror Shareholders 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time Acquiror Shareholders Meeting any event or circumstance relating to the Acquiror or any of its Affiliatesaffiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Company Proxy Statement/Prospectus or Acquiror Proxy Statement, the Acquiror will shall promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly.
(d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by . All documents that the Acquiror or the Company without prior consultation is responsible for filing with the other party. The Acquiror SEC in connection with the transactions contemplated hereby shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Company each will advise rules and regulations thereunder and the other, promptly after it receives noticeExchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Merger Agreement (Home Health Corp of America Inc \Pa\)
Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will prepare and file with the Commission the Registration Statement and Proxy Statement. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each mail the Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time.
(b) If at any time prior to the Effective Time 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 set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly.
(c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly.
(d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives noticenotice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order suspending the effectiveness of the Registration Statement or the solicitation of proxies pursuant to the Proxy Statement, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the staff of the Commission for amendment of the Registration Statement or the Proxy Statement, the receipt from the staff of the Commission of comments thereon or any request by the staff of the Commission for additional information with respect thereto.
Appears in 1 contract
Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will and the Company shall prepare and file with the Commission a joint proxy statement and forms of proxy to be used in connection with the solicitation of proxies to be voted at the Acquiror Shareholders' Meeting with respect to the Share Issuance and in connections with the solicitation of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement (such joint proxy statement, together with any amendments thereof or supplements thereto effected on or prior to the effective date of the Registration Statement and being , being the "Joint Proxy Statement"). At such time as the Acquiror and the Company deem appropriate, the Acquiror shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement") containing the Joint Proxy Statement for stockholders of the Acquiror and the Company (the Joint Proxy Statement shall also constitute a prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Acquiror Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company and, together, they shall be referred to herein as the "Joint Proxy Statement/Prospectus"). Each of the Acquiror Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of the Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, (x) the Acquiror shall mail the Joint Proxy Statement/Prospectus to its shareholders entitled to notice of and to vote at the Acquiror's Shareholders' Meeting and (y) the Company and the Acquiror will each shall mail the Joint Proxy Statement Statement/Prospectus to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time.
(b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement is 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 therein not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall not, at the date the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to shareholders of the Acquiror, at the date (if different) the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to stockholders of the Company, at the time of the Acquiror Shareholders' Meeting, at the time (if different) of the Company 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 the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its AffiliatesCompany, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform the Acquiror, . All documents that the Company is responsible for filing with the Commission in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement Regulations thereunder and the Proxy Statement accordinglyExchange Act and the Regulations thereunder.
(c) The information supplied by the Acquiror Companies for inclusion in the Registration Statement shall not, at the time the Registration Statement is 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 therein not misleading. Such information supplied by the Acquiror for inclusion in the Joint Proxy Statement/Prospectus shall not, at the date (if different) the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to stockholders of the Company, at the time (if different) of the Company 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its AffiliatesSubsidiaries, or to their respective officers offices or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Acquiror will shall promptly inform the Company, . All documents that the Acquiror Companies are responsible for filing with the Commission in connection with the transactions contemplated hereby shall comply as to form in all material respects with the applicable requirements of the Securities Act and they will undertake to amend or supplement the Registration Statement, Regulations thereunder and the prospectus contained therein and/or Exchange Act and the Proxy Statement accordinglyRegulations thereunder.
(d) No amendment or supplement to the Registration Statement or the Joint Proxy Statement will Statement/Prospectus shall be made by the Acquiror or the Company without prior consultation with the approval of the other party, which shall not be unreasonably withheld or delayed. The Acquiror and the Company each will advise the other, promptly after it receives noticenotice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order suspending the effectiveness of the Registration Statement or the solicitation of proxies pursuant to the Joint Proxy Statement/Prospectus, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the staff of the Commission for amendment of the Registration Statement or the Joint Proxy Statement/Prospectus, the receipt from the staff of the Commission of comments thereon or any request by the staff of the Commission for additional information with respect thereto.
Appears in 1 contract
Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will USU and IWO shall prepare and USU shall file with the Commission the SEC a Registration Statement and on Form S-4 (including the Proxy Statement/Prospectus (as defined below) constituting a part thereof) in connection with the registration under the Securities Act of the offer and sale of USU Common Stock to be issued in the Merger (the "Registration Statement"). The Registration Statement will also serve as the joint proxy statement with respect to the USU Stockholders Meeting and, if IWO elects to solicit proxies, with respect to the IWO Common Stockholders Meeting (the "Proxy Statement/Prospectus"). Each of the Acquiror Companies USU and the Company IWO will use all its reasonable best efforts to have or cause the Registration Statement to become be declared effective as promptly as practicable, and will USU shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror USU Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts ; provided, that USU shall not be required to cause the Registration Statement qualify to remain effective through the Effective Time. Each do business in any jurisdiction in which it is not now so qualified to do business, to file a general consent to service of the Acquiror Companies and the Company will furnish all information concerning process in any jurisdiction in which it and the holders of its capital stock as the other may reasonably request is not now so qualified or to subject itself to taxation in connection with such actionsany jurisdiction in which it is not now so qualified to do business. As promptly as practicable after the Registration Statement shall have become been declared effective, the Company each of USU and the Acquiror will each IWO shall mail the Proxy Statement Statement/Prospectus to its respective stockholders entitled to notice of and to vote at the Company Stockholders' USU Stockholders Meeting or and the Acquiror Stockholders' IWO Common Stockholders Meeting, as applicable. Except Subject to the foregoing and Sections 6.01(a) and 6.01(b), as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Lawapplicable, the Proxy Statement will Statement/Prospectus shall include the recommendation of the CompanyIWO's Board of Directors in favor of approval of the Merger. Except as the Acquiror's Board Merger and adoption and approval of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include this Agreement and the recommendation of the AcquirorUSU's Board of Directors in favor of approval of the issuance of shares of Acquiror the USU Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time.
(b) The information supplied by IWO for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is 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 therein not misleading. The information supplied by IWO for inclusion in the Proxy Statement/Prospectus to be sent to the stockholders of IWO in connection with the IWO Common Stockholders Meeting and to the stockholders of USU in connection with the USU Stockholders Meeting shall not, at the date the Proxy Statement/Prospectus (or any supplement thereto) is first mailed to such stockholders, at the time of the IWO Common Stockholders Meeting or the USU 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company IWO or any of its Affiliatessubsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company IWO that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company will IWO shall promptly inform USU thereof in writing. All documents that IWO is responsible for filing with the Acquiror, SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement rules and regulations thereunder and the Proxy Statement accordinglyExchange Act and the rules and regulations thereunder.
(c) The information supplied by USU for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is 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 therein not misleading. The information supplied by USU for inclusion in the Proxy Statement/Prospectus to be sent to the stockholders of IWO in connection with the IWO Common Stockholders Meeting and to the stockholders of USU in connection with the USU Stockholders Meeting shall not, at the date the Proxy Statement/Prospectus (or any supplement thereto) is first mailed to such stockholders, at the time of the IWO Common Stockholders Meeting or the USU 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Acquiror USU or any of its Affiliatessubsidiaries or affiliates, or to their its or respective officers or directors, should be discovered by the Acquiror USU that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Acquiror will USU shall promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly.
(d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation IWO thereof in writing. All documents that USU is responsible for filing with the other party. The Acquiror SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the applicable requirements of the Securities Act and the Company each will advise rules and regulations thereunder and the other, promptly after it receives noticeExchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Merger Agreement (Iwo Holdings Inc)
Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will and the Company shall prepare and file with the Commission a joint proxy statement and forms of proxy to be used in connection with the solicitation of proxies to be voted at the Acquiror Stockholders' Meeting with respect to the Share Issuance and in connection with the solicitation of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement (such joint proxy statement, together with any amendments thereof or supplements thereto effected on or prior to the effective date of the Registration Statement and Statement, being the "Joint Proxy Statement"). At such time as the Acquiror and the Company deem appropriate, the Acquiror shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement") containing the Joint Proxy Statement for stockholders of the Acquiror and the Company (the Joint Proxy Statement shall also constitute a prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Acquiror Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company and, together, they shall be referred to herein as the "Joint Proxy Statement/Prospectus"). Each of the Acquiror Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of the Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, (x) the Acquiror shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Acquiror's Stockholders' Meeting and (y) the Company and the Acquiror will each shall mail the Joint Proxy Statement Statement/Prospectus to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting Meeting.
(b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement is 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 therein not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall not, at the date the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to stockholders of the Acquiror, at the date (if different) the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to stockholders of the Company, at the time of the Acquiror Stockholders' Meeting, as applicable. Except as at the Company's Board time (if different) of Directors may otherwise determine in good faiththe Company Stockholders' Meeting or at the Effective Time, after consultation with outside counsel, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to comply with its fiduciary duty to stockholders as imposed by Lawmake the statements therein, in the Proxy Statement will include the recommendation light of the Company's Board of Directors in favor of the Mergercircumstances under which they were made, not misleading. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time.
(b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its AffiliatesSubsidiaries, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration AGREEMENT AND PLAN OF MERGER -40- Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform the Acquiror, . All documents that the Company is responsible for filing with the Commission in connection with the transactions contemplated herein shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Company will undertake to amend or supplement the Proxy Statement accordingly.
(c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly.
(d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror Regulations thereunder and the Company each will advise Exchange Act and the other, promptly after it receives noticeRegulations thereunder.
Appears in 1 contract