Required Information. (a) In connection with the preparation of the Merger Form 8-K and the Merger Press Release, or any other statement, filing notice or application made by or on behalf of Kitara and/or Health Guru to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara and Health Guru each shall, upon request by any of the other parties, furnish the other parties with all information concerning themselves, their respective directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara or Health Guru, the other parties shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties if it is advised by counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties so that the filing, issuing or submitting party is in compliance with Applicable Law. (c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by the other party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies). (d) Each of Kitara and Health Guru shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.
Appears in 1 contract
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Information Statement, the Offer Documents, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice filing, notice, release or application made by or on behalf of Kitara Parent and/or Health Guru the Company to any Governmental Government Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara the Company and Health Guru Parent each shall, upon request by any of the other partiesother, promptly furnish the other parties with all information concerning themselves, their respective directors, officers officers, stockholders and stockholders Affiliates (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebypreparation of such document. Each of Kitara and Health Guru party warrants and represents to the other parties party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document, as of the date of the Special Meeting and as of the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either Parent or Health Guruthe Company, the other parties party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties party if it is advised by counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties party so that the filing, issuing or submitting party is in compliance with Applicable Law.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by the other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each Prior to the Effective Time and, in the case of Kitara the Registration Statement, prior to the closing of the Warrant Exchange Offer, (i) the Company and Health Guru Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by the Company or Parent with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.6.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Trio Merger Corp.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Registration Statement, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice or application made by or on behalf of Kitara and/or Health Guru Parent or the Company to any Governmental Entity Government Entity, or any other third party public statement or announcement, in connection with the Merger and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Company and Health Guru each Parent shall, upon request by any of the other partiesother, furnish the other parties with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent to be elected effective as of the Closing as contemplated by Section 6.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingTransactions.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either Parent or Health GuruMerger Sub, on the one hand, or the Company, on the other hand, the other parties Party shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)shall, as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party(ies) and issuance or submission, thereafter may henceforth be used by other party(ies) such Party in other Reviewable Documents and in other documents distributed by the other party(ies) Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing party(ies)Party.
(d) Each of Kitara Prior to the Closing Date (i) the Company and Health Guru Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by Parent or the Company with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 6.3.
Appears in 1 contract
Sources: Merger Agreement (Avista Healthcare Public Acquisition Corp.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Registration Statement (including the Proxy Statement/Prospectus), the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice notice, or application (other than pursuant to the HSR Act, to which Section 5.2 applies) made by or on behalf of Kitara Parent and/or Health Guru the Company to any Governmental Entity or other third party Authority in connection with the Merger and Transactions, including any amendment or supplement thereto or other document filed in connection therewith, or any press release or Form 8-K relating to the other transactions contemplated hereby business or financial condition of Parent or the Company or to the Transactions (each, a “Reviewable Document”), and for such any other reasonable purposes, Kitara each of Parent and Health Guru each shallthe Company, upon request by any of the other partiesParty, shall furnish the other parties with all financial and other information concerning themselvessuch Party, their respective directorssuch Party’s directors or managers, officers as applicable, officers, and stockholders (including the persons listed on Schedule 5.16 who will be directors of Parent immediately following the Effective Time, assuming election by the Parent Stockholders at the Parent Stockholders Meeting), and such other matters as may be reasonably necessary or advisable in connection with the MergerReviewable Document, shall use commercially reasonable best efforts to cause such Party’s PCAOB auditor to issue its report on such Party’s financial statements and grant its consent to inclusion thereof in the Reviewable Document, if required, and shall otherwise assist and cooperate with the other Party as reasonably requested by the other Party in connection with any Reviewable Document.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by Parent, on the one hand, or the Company, on the other hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each Party shall accept and incorporate all reasonable comments from the other Party to any other statement, such Reviewable Document prior to filing, notice issuance, submission or application made disclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing Party, as well as any text as to which the reviewing Party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by or on behalf of Kitara the reviewing Party and Health Guru to any third party and/or any Governmental Entity may henceforth be used by the other Party in other Reviewable Documents and in other documents distributed by the other Party in connection with the Merger Transactions without further review or consent of the reviewing Party.
(d) Prior to the Closing Date (i) Parent and the Company shall notify each other transactions contemplated herebyas promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments from the SEC Staff regarding any Reviewable Documents, or of any written or oral request by the SEC Staff for amendments or supplements to, any Reviewable Documents, and each of them shall promptly supply the other with copies of all correspondence between such Party or any of its Representatives and the SEC Staff with respect to any Reviewable Documents. Each of Kitara Parent and Health Guru warrants the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such comments or requests with respect to any Reviewable Documents as promptly as reasonably practicable. All correspondence and represents communications to the other parties that SEC or its Staff made by Parent or the Company with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.5.
(e) Parent and the Company shall comply with all such applicable Legal Requirements in the preparation, filing, delivery and/or issuance of each Reviewable Document. All information shall supplied by a Party for a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara or Health Guru, the other parties shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties if it is advised by counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties so that the filing, issuing or submitting party is in compliance with Applicable Law.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by the other party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies).
(d) Each of Kitara and Health Guru shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.
Appears in 1 contract
Required Information. (a) In connection with the preparation of the Merger Parent Signing Form 8-K and K, the Merger Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing notice filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Kitara and/or Health Guru Parent or the Company to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Company and Health Guru each Parent shall, upon request by any of the other partiesother, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other parties with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebyReviewable Document. Each of Kitara and Health Guru Party warrants and represents to the other parties Party that all such information shall supplied by it shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by any of Kitara Parent or Health Guruthe Company, the other parties party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that party to any such Reviewable Document must prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be filed, issued unreasonably withheld or submitted in delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the form objected Proxy Statement/Prospectus to be declared effective by the other parties so that SEC, in each case, as promptly as practicable and keep the filing, issuing or submitting party Form S-4 effective as long as is in compliance with Applicable Lawnecessary to consummate the Transactions.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each of Kitara Prior to the Closing Date, the Company and Health Guru Parent shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.)
Required Information. (a) In connection with the preparation of the Merger Parent Signing Form 8-K and K, the Merger Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing notice filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Kitara and/or Health Guru Parent or the Company to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Company and Health Guru each Parent shall, upon request by any of the other partiesother, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other parties with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru Party warrants and represents to the other parties Party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by any of Kitara Parent or Health Guruthe Company, the other parties party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that party to any such Reviewable Document must prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be filed, issued unreasonably withheld or submitted in delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the form objected Proxy Statement/Prospectus to be approved by the other parties so that the filingSEC, issuing or submitting party is in compliance with Applicable Laweach case, as promptly as practicable.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each of Kitara Prior to the Closing Date, the Company and Health Guru Parent shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pivotal Acquisition Corp)
Required Information. (a) In connection with the preparation of the Merger Parent Signing Form 8-K and K, the Merger Signing Press Release, the Information Statement, the Closing Form 8-K, the Closing Press Release or any other statement, filing notice filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Kitara and/or Health Guru Parent or the Company to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Company and Health Guru each Parent shall, upon request by any of the other partiesother, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other parties with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebyReviewable Document. Each of Kitara and Health Guru Party warrants and represents to the other parties Party that all such information shall supplied by it shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by any of Kitara Parent or Health Guruthe Company, the other parties party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the Information Statement to be filed in compliance with Applicable Lawdefinitive form and transmitted to all stockholders of Parent.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each of Kitara Prior to the Closing Date, the Company and Health Guru Parent shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the S-4 Registration Statement / Proxy Statement, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice or application made by or on behalf of Kitara and/or Health Guru Parent or the Companies to any Governmental Entity Entity, or any other third party public statement or announcement, in connection with the Merger Mergers and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each Company and Health Guru each Parent shall, upon request by any of the other partiesothers, furnish the other parties others with all information concerning themselves, their respective directors, officers and stockholders (including the directors of Parent to be elected effective as of the Closing as contemplated by Section 7.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingTransactions.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any either Parent or the Merger Subs, on the one hand, or either of Kitara or Health Guruthe Companies, on the other hand, the other parties Party shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)shall, as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party(ies) and issuance or submission, thereafter may henceforth be used by other party(ies) such Party in other Reviewable Documents and in other documents distributed by the other party(ies) Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing party(ies)Party.
(d) Each of Kitara Prior to the Closing Date (i) each Company and Health Guru Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) each Company and Parent shall each notify the others as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Parent and each Company shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by Parent or the Companies with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 7.6(d).
Appears in 1 contract
Sources: Merger Agreement (Fortress Value Acquisition Corp.)
Required Information. (a) In connection with the preparation of the Merger Parent Signing Form 8-K and K, the Merger Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing notice filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3 applies) made by or on behalf of Kitara and/or Health Guru Parent or the Company to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Company and Health Guru each Parent shall, upon request by any of the other partiesother, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other parties with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebyReviewable Document. Each of Kitara and Health Guru Party warrants and represents to the other parties Party that all such information shall shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by any of Kitara Parent or Health Guruthe Company, the other parties party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that party to any such Reviewable Document must prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be filed, issued unreasonably withheld or submitted in delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the form objected Proxy Statement/Prospectus to be approved by the other parties so that the filingSEC, issuing or submitting party is in compliance with Applicable Laweach case, as promptly as practicable.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each of Kitara Prior to the Closing Date, the Company and Health Guru Parent shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pivotal Investment Corp II)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice or application made by or on behalf of Ascend, Kitara Media and/or Health Guru NYPG to any Governmental Entity or other third party in connection with the Merger Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara Media, NYPG and Health Guru Ascend each shall, upon request by any of the other parties, furnish the other parties with all information concerning themselves, their respective directors, officers officers, managers, members and stockholders (including the directors or managers of Ascend, Kitara Media and NYPG to be elected effective as of the Closing) and such other matters as may be reasonably necessary or advisable in connection with the MergerMergers, or any other statement, filing, notice or application made by or on behalf of Kitara Media, NYPG and Health Guru Ascend to any third party and/or any Governmental Entity in connection with the Merger Mergers and the other transactions contemplated hereby. Each of Ascend, Kitara Media and Health Guru NYPG warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Ascend, Kitara Media or Health GuruNYPG, the other parties shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties if it is advised by counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties so that the filing, issuing or submitting party is in compliance with Applicable Law.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by the other party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies).
(d) Each of Ascend, Kitara Media and Health Guru NYPG shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.
Appears in 1 contract
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice filing, notice, release or application required to be made by or on behalf of Kitara Parent and/or Health Guru the Company to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara the Company and Health Guru Parent each shall, upon request by any of the other partiesother, promptly furnish the other parties with all information concerning themselves, their respective directors, officers officers, shareholders and stockholders Affiliates and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebypreparation of such document. Each of Kitara party represents and Health Guru warrants and represents to the other parties others that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either Parent or Health Guruthe Company, the other parties party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties party if it is advised by counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties party so that the filing, issuing or submitting party is in compliance with Applicable Law.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by the other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies).party
(d) Each of Kitara Prior to the Effective Time (i) the Company and Health Guru Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by the Company or Parent with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.
Appears in 1 contract
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice notice, or application (other than pursuant to the HSR Act, for which Section 4.7 applies) made by or on behalf of Kitara Parent and/or Health Guru the Company to any Governmental Entity or other third party Authority in connection with the Merger and Transactions or otherwise, or any press release or Form 8-K relating to the business or financial condition of Parent or the Company (other transactions contemplated hereby than regularly released factual business information of the Company) (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of Parent and Health Guru each the Company shall, upon request by any of the other partiesother, promptly furnish the other parties with all information concerning themselves, their respective directorsdirectors or managers, officers as applicable, officers, stockholders and stockholders members (including the directors of Parent to be elected effective as of the Closing as contemplated by Section 5.2) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingTransactions.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara Parent, on the one hand, or Health Guruthe Company, on the other parties hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may fileconditioned or delayed, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)Document, as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party(ies) and issuance or submission, may henceforth be used by the other party(ies) Party in other Reviewable Documents and in other documents distributed by the other party(ies) Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing party(ies)Party.
(d) Each of Kitara Prior to the Closing Date (i) Parent and Health Guru the Company shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the foregoing filings. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by Parent or the Company with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.
Appears in 1 contract
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice filing, notice, release or application required to be made by or on behalf of Kitara Sino and/or Health Guru the Company to any Governmental Entity or other third party in connection with the Merger Transactions and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara the Company and Health Guru Sino each shall, upon request by any of the other partiesother, promptly furnish the other parties with all information concerning themselves, their respective directors, officers officers, shareholders and stockholders Affiliates and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger Transactions and the other transactions contemplated herebypreparation of such document. Each of Kitara party represents and Health Guru warrants and represents to the other parties others that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either Sino or Health Guruthe Company, the other parties party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties party if it is advised by counsel in writing that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties party so that the filing, issuing or submitting party is in compliance with Applicable Law.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by the other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(iesparty (unless the reviewing party subsequently notifies the other party of its objection to the use of such comments or text in Reviewable Documents or other documents).
(d) Each of Kitara Prior to the Effective Time (i) Sino and Health Guru the Company shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Sino and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by Sino or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.3.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Sino Mercury Acquisition Corp.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Extension Proxy Statement, the Proxy Statement, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice notice, or application (other than pursuant to the HSR Act, for which Section 7.2 applies) made by or on behalf of Kitara Buyer and/or Health Guru an Acquired Company to any Governmental Entity or other third party Authority in connection with the Merger and the other transactions contemplated hereby Contemplated Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Buyer and Health Guru each the Company shall, upon request by any of the other partiesother, furnish the other parties with all information concerning themselves, their respective directorsdirectors or managers, officers as applicable, officers, stockholders and stockholders members (including the directors of Buyer to be elected effective as of the Closing as contemplated by Section 7.1(e) hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingContemplated Transactions.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara or Health GuruDocument, the other parties non-disclosing Party shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may fileconditioned or delayed, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)may, as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party(ies) and may henceforth issuance or other submission or disclosure, thereafter be used by the other party(ies) Party in other Reviewable Documents and in other documents distributed by the other party(ies) Party in connection with the transactions contemplated by this Agreement Contemplated Transactions without further review or consent of the reviewing party(ies)Party, subject to applicable confidentiality obligations of the disclosing Party.
(d) Each of Kitara Prior to the Closing Date (i) Buyer and Health Guru the Company shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Buyer and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the foregoing filings. The Buyer and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by the Buyer or the Company with respect to the Contemplated Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 7.4.
Appears in 1 contract
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-Ks and the Merger Closing Press Release, or any other statement, filing notice filing, notice, release or application made by or on behalf of Kitara Harmony, Mundo and/or Health Guru the Company to any Governmental Government Entity or other third party in connection with the Merger Transactions and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara the Company and Health Guru Harmony each shall, upon request by any of the other partiesother, promptly furnish the other parties with all information concerning themselves, their respective directors, officers officers, shareholders, stockholders and stockholders Affiliates (including the directors of the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger Transactions and the other transactions contemplated herebypreparation of such document. Each of Kitara and Health Guru party warrants and represents to the other parties party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided, that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either Harmony, Mundo or Health Guruthe Company, the other parties party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to commentcomment (and in any event no fewer than three (3) Business Days, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each of Kitara Prior to the Effective Time (i) the Company and Health Guru Harmony shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and Harmony shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Harmony and the Company shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by Harmony or Mundo with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.5.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Harmony Merger Corp.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K and K, the Merger Signing Press Release, the Registration Statement, the Closing Form 8-K, the Closing Form 20-F, the Closing Press Release or any other statement, filing notice filing, notice, or application (other than pursuant to the HSR Act, for which Section 7.3 applies) made by or on behalf of Kitara and/or Health Guru EdtechX or the Company to any Governmental Entity or other third party in connection with the Merger Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Company and Health Guru each EdtechX shall, upon request by any of the other partiesother, use commercially reasonable efforts (subject to applicable Legal Requirements and contractual restrictions) to furnish the other parties with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers officers, and stockholders (including the directors to be elected effective as of the Closing pursuant to Section 7.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebyMergers. Each of Kitara and Health Guru Party warrants and represents to the other parties Party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by any of Kitara EdtechX or Health Guruthe Company, the other parties Party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must prior to filing, issuance, submission or disclosure thereof. Furthermore, EdtechX and the Company shall cooperate and mutually agree upon (such agreement not to be filed, issued unreasonably withheld or submitted in delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the form objected Registration Statement to be approved by the other parties so that the filing, issuing or submitting party is in compliance with Applicable LawSEC as promptly as practicable.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)Party, as well as any text as to which the reviewing party(ies) Party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) Party and may henceforth be used by other party(ies) Party in other Reviewable Documents and in other documents distributed by the other party(ies) Party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)Party.
(d) Each of Kitara Prior to the Closing Date, the Company and Health Guru EdtechX shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Entity, and (ii) after the receipt by it of any written or oral comments of the Governmental Entity on, or of any written or oral request by the Governmental Entity for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Entity with respect to any of the foregoing filings or submissions. EdtechX and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Entity. All correspondence and communications to the Governmental Entity made by EdtechX or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 7.5.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (EdtechX Holdings Acquisition Corp.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Registration Statement, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing filing, notice or application made by or on behalf of Kitara Parent, Holdco and/or Health Guru the Company to any Governmental Entity or other third party in connection with the Merger Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara Parent, Holdco and Health Guru the Company each shall, upon request by any of the other partiesother, furnish the other parties with all information concerning themselves, their respective directors, officers and stockholders shareholders (including the directors of Parent and the Company to be elected to the board of Parent effective as of the Closing pursuant to Section 5.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf preparation of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmaterials.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either Parent, Holdco or Health GuruMerger Sub, on the one hand, or the Company, on the other hand, the other parties Party shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may fileconditioned or delayed, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects Prior to the Closing Date, each of Parent, Holdco and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the reviewing party(ies)SEC on, as well as or of any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved written or oral request by the reviewing party(ies) SEC for amendments or supplements to, any Reviewable Document, and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by shall promptly supply the other party(ies) in connection with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Parent, Holdco and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any requests or comments of the SEC. All correspondence and communications to the SEC made by Parent, Holdco or the Company with respect to the transactions contemplated by this Agreement without further review or consent any other Transaction Document shall be considered to be Reviewable Documents subject to the provisions of the reviewing party(ies)this Section 5.4.
(d) Each of Kitara and Health Guru shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.
Appears in 1 contract
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K K, the Signing Press Release, the Closing Reports, the Closing Press Release, the Registration Statement and the Merger Press ReleaseProxy Statement/Prospectus, or any other statement, filing notice filing, notice, release or application made by or on behalf of Kitara and/or Health Guru to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby (each, a “Reviewable Document”)) by or on behalf of Naked, Holdco and/or Bendon or their respective Subsidiaries, and for such other reasonable purposes, Kitara and Health Guru each party shall, upon request by any one of the other partiesparties hereto, promptly furnish the such other parties party with all information concerning themselvesitself, their respective its directors, officers managers, officers, equity holders and stockholders Affiliates and such other matters (including the directors of Holdco designated by Naked to be elected effective as of the Closing), in each case as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebyhereby and the preparation of such document. Each of Kitara and Health Guru party warrants and represents to the other parties that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that (i) Naked shall not be responsible for the accuracy or completeness of any information relating to Holdco or Bendon or any other information furnished by the other parties for inclusion in any such document, and (ii) Holdco and Bendon shall not be responsible for the accuracy or completeness of any information relating to Naked or any other information furnished by the other parties for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara Naked, Holdco or Health GuruBendon, the other parties each party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, delayed or conditioned, provided that a party Naked may file, issue or otherwise submit a Reviewable Document without the consent of the other parties party if it is advised in writing by outside counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties Bendon so that the filing, issuing or submitting party is in compliance with Applicable LawLegal Requirements.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, Each party shall be deemed to have been approved by the reviewing party(ies) and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by notify the other party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies).
(d) Each of Kitara and Health Guru shall notify each other parties as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Naked Brand Group Inc.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-Ks and the Merger Closing Press Release, or any other statement, filing notice filing, notice, release or application made by or on behalf of Kitara Quartet, Holdco and/or Health Guru the Company to any Governmental Government Entity or other third party in connection with the Merger Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara the Company and Health Guru Quartet each shall, upon request by any of the other partiesother, promptly furnish the other parties with all information concerning themselves, their respective directors, officers officers, shareholders, stockholders and stockholders Affiliates (including the directors of the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger Mergers and the other transactions contemplated herebypreparation of such document. Each of Kitara and Health Guru party warrants and represents to the other parties party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided, that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either Quartet, Holdco or Health Guruthe Company, the other parties party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to commentcomment (and in any event no fewer than three (3) Business Days, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each of Kitara Prior to the Effective Time (i) the Company, Quartet and Health Guru Holdco shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC., and (ii) the Company and Quartet shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pangaea Logistics Solutions Ltd.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Registration Statement (including the Proxy Statement/Prospectus), the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice notice, or application (other than pursuant to the HSR Act, to which Section 5.2 applies) made by or on behalf of Kitara Parent and/or Health Guru the Company to any Governmental Entity or other third party Authority in connection with the Merger and Transactions, including any amendment or supplement thereto or other document filed in connection therewith, or any press release or Form 8-K relating to the other transactions contemplated hereby business or financial condition of Parent or the Company or to the Transactions (each, a “Reviewable Document”), and for such any other reasonable purposes, Kitara each of Parent and Health Guru each shallthe Company, upon request by any of the other partiesParty, shall furnish the other parties with all financial and other information concerning themselvessuch Party, their respective directorssuch Party’s directors or managers, officers as applicable, officers, and stockholders (including the persons listed on Schedule5.12 who will be directors of Parent immediately following the Effective Time, assuming election by the Parent Stockholders at the Parent Stockholders Meeting), and such other matters as may be reasonably necessary or advisable in connection with the MergerReviewable Document, shall use commercially reasonable best efforts to cause such Party’s PCAOB auditor to issue its report on such Party’s financial statements and grant its consent to inclusion thereof in the Reviewable Document, if required, and shall otherwise assist and cooperate with the other Party as reasonably requested by the other Party in connection with any Reviewable Document.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by Parent, on the one hand, or the Company, on the other hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each Party shall accept and incorporate all reasonable comments from the other Party to any other statement, such Reviewable Document prior to filing, notice issuance, submission or application made disclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing Party, as well as any text as to which the reviewing Party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by or on behalf of Kitara the reviewing Party and Health Guru to any third party and/or any Governmental Entity may henceforth be used by the other Party in other Reviewable Documents and in other documents distributed by the other Party in connection with the Merger Transactions without further review or consent of the reviewing Party.
(d) Prior to the Closing Date (i) Parent and the Company shall notify each other transactions contemplated herebyas promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC or any other Governmental Authority, and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments from the SEC Staff or any other Governmental Authority regarding any Reviewable Documents, or of any written or oral request by the SEC Staff or the staff of or any other Governmental Authority for amendments or supplements to, any Reviewable Documents, and each of them shall promptly supply the other with copies of all correspondence between such Party or any of its Representatives and the SEC Staff or the staff of any other Governmental Authority with respect to any Reviewable Documents. Each of Kitara Parent and Health Guru warrants the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such comments or requests with respect to any Reviewable Documents as promptly as reasonably practicable. All correspondence and represents communications to the SEC or the SEC Staff or any other parties that Governmental Authority or its staff made by Parent or the Company with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.
(e) Parent and the Company shall comply with all such applicable Legal Requirements in the preparation, filing, delivery and/or issuance of each Reviewable Document. All information shall supplied by a Party for a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara or Health Guru, the other parties shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties if it is advised by counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties so that the filing, issuing or submitting party is in compliance with Applicable Law.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by the other party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies).
(d) Each of Kitara and Health Guru shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.
Appears in 1 contract
Sources: Merger Agreement (BT Brands, Inc.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K K, the Signing Press Release, the Closing Form 8-K, the Closing Press Release, the Registration Statement and the Merger Press ReleaseProxy Statement/Prospectus, or any other statement, filing notice filing, notice, release or application made by or on behalf of Kitara Parent, Holdco and/or Health Guru the Company or their respective Subsidiaries to any Governmental Entity or other third party in connection with the Merger Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara the Company and Health Guru Parent and Holdco each shall, upon request by any of the other partiesother, promptly furnish the other parties with all information concerning themselves, their respective directors, officers managers, officers, equity holders and stockholders Affiliates (including the directors of Holdco to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger Mergers and the other transactions contemplated herebypreparation of such document. Each of Kitara and Health Guru party warrants and represents to the other parties party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document, as of the date of the Special Meeting and as of the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any either of Kitara Parent and Holdco, on the one hand, or Health Guruthe Company, on the other hand, the other parties party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, delayed or conditioned, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties party if it is advised in writing by outside counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties party so that the filing, issuing or submitting party is in compliance with Applicable LawLegal Requirements.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by the other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each of Kitara The Company, on the one hand, and Health Guru Parent and Holdco, on the other hand, shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Cullen Agricultural Holding Corp)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Extension Proxy Statement, the Proxy Statement, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice notice, or application (other than pursuant to the HSR Act, for which Section 6.2 applies) made by or on behalf of Kitara Buyer and/or Health Guru Seller to any Governmental Entity or other third party Authority in connection with the Merger and the other transactions contemplated hereby Contemplated Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Buyer and Health Guru each Seller shall, upon request by any of the other partiesother, furnish the other parties with all information concerning themselves, their respective directorsdirectors or managers, officers as applicable, officers, stockholders and stockholders members (including the directors of Buyer to be elected effective as of the Closing as contemplated by Section 6.4 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingContemplated Transactions.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara Buyer, on the one hand, or Health Guruthe Seller or an Acquired Company, on the other hand, the other parties Buyer or the Seller, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may fileconditioned or delayed, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)shall, as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party(ies) and may henceforth issuance or submission, thereafter be used by the other party(ies) Party in other Reviewable Documents and in other documents distributed by the other party(ies) Party in connection with the transactions contemplated by this Agreement Contemplated Transactions without further review or consent of the reviewing party(ies)Party.
(d) Each of Kitara Prior to the Closing Date (i) Buyer and Health Guru Seller shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Buyer and Seller shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the foregoing filings. Buyer and Seller shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by Buyer or Seller with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 6.4.
Appears in 1 contract
Sources: Sale and Purchase Agreement (HL Acquisitions Corp.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice filing, notice, release or application made by or on behalf of Kitara Cambridge and/or Health Guru the Company to any Governmental Government Entity or other third party in connection with the Merger Transactions and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara the Company and Health Guru Cambridge each shall, upon request by any of the other partiesother, promptly furnish the other parties with all information concerning themselves, their respective directors, officers officers, stockholders and stockholders Affiliates (including the directors of Surviving Pubco to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger Transactions and the other transactions contemplated herebypreparation of such document. Each of Kitara and Health Guru party warrants and represents to the other parties party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided, that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara Cambridge or Health Guruthe Company, the other parties party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects Prior to the comments of Effective Time (i) the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) Company and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by the other party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies).
(d) Each of Kitara and Health Guru Cambridge shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and Cambridge shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Cambridge and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by Cambridge with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.5.
Appears in 1 contract
Sources: Reorganization Agreement (Cambridge Capital Acquisition Corp)
Required Information. (a) In connection with the preparation of the Merger Parent Signing Form 8-K and K, the Merger Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K, the Closing Press Release or any other statement, filing notice filing, notice, or application (other than pursuant to the HSR Act, for which Section 5.3(a) applies, or applicable FINRA rules and regulations, for which Section 5.3(b) applies) made by or on behalf of Kitara and/or Health Guru Parent or the Company to any Governmental Entity or other third party in connection with the Merger Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Company and Health Guru each Parent shall, upon request by any of the other partiesother, use commercially reasonable efforts (subject to applicable law and contractual restrictions) to furnish the other parties with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers officers, and stockholders (including the directors of Parent and the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebyReviewable Document. Each of Kitara and Health Guru Party warrants and represents to the other parties Party that all such information shall provided by it shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by any of Kitara Parent or Health Guruthe Company, the other parties Party shall each be given an a reasonable opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must prior to filing, issuance, submission or disclosure thereof. Furthermore, Parent and the Company shall cooperate and mutually agree upon (such agreement not to be filed, issued unreasonably withheld or submitted in delayed) any response to any SEC comments on any Reviewable Document and shall otherwise use commercially reasonable efforts to cause the form objected Proxy Statement/Prospectus to be declared effective by the other parties so that SEC, in each case, as promptly as practicable and keep the filing, issuing or submitting party Form S-4 effective as long as is in compliance with Applicable Lawnecessary to consummate the Mergers.
(c) Any language included in a Reviewable Document that reflects the comments or express approval without comment of the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, Party shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by other party(ies) Party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)Party.
(d) Each of Kitara Prior to the Closing Date, the Company and Health Guru Parent shall notify each other as promptly as reasonably practicable (i) upon becoming aware obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Entity, and (ii) after the receipt by it of any written or oral comments of the Governmental Entity on, or of any written or oral request by the Governmental Entity for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Entity with respect to any of the foregoing filings or submissions. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Entity. All correspondence and communications to the Governmental Entity made by Parent or the Company with respect to the transactions contemplated by this Agreement or any Ancillary Agreement shall, to extent permitted by applicable Law, be considered to be Reviewable Documents subject to the provisions of this Section 5.5.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Northern Star Investment Corp. II)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice or application made by or on behalf of Kitara Parent and/or Health Guru the Company to any Governmental Government Entity or other third party in connection with the Merger and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Company and Health Guru each Parent shall, upon request by any of the other partiesother, furnish the other parties with all information concerning themselves, their respective directorsdirectors or managers, officers as applicable, officers, stockholders and stockholders members (including the directors of Parent to be elected effective as of the Closing as contemplated by Section 7.1 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either Parent or Health GuruMerger Sub, on the one hand, or the Company, on the other hand, the other parties Party shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)shall, as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party(ies) and may henceforth issuance or submission, thereafter be used by other party(ies) Party in other Reviewable Documents and in other documents distributed by the other party(ies) Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing party(ies)Party.
(d) Each of Kitara Prior to the Closing Date (i) the Company and Health Guru Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Parent and the Company shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by Parent or the Company with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 7.4.
(e) As soon as reasonably practicable following the Closing Date, but in no event later than December 31, 2017, Parent shall deliver (or cause to be delivered) to the Representative all Schedules K-1 for the holders of Company Membership Interests in respect of the Company’s federal Form 1065 for the taxable year ending on the Closing Date.
Appears in 1 contract
Required Information. (a) In connection with the preparation of the Merger Form 8-K and the Merger Press Releaseany press release, filing, notice, or application, including any prospectus or similar offering document delivered or filed in connection with the Additional Financings (other statementthan pursuant, filing notice or application to the HSR Act, for which Section 6.09 applies, and other than the Notice of Meeting, for which Section 6.01 applies), made by or on behalf of Kitara and/or Health Guru Parent, CAG, or the Companies to any Governmental Entity Authority or other third party in connection with the Merger Acquisition and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposeseach of CAG, Kitara and Health Guru each the Companies, Parent shall, upon request by any of the other parties(subject to applicable law and contractual restrictions), furnish the other parties with all true, complete and accurate information concerning themselves, their subsidiaries, and each of their and their subsidiaries’ respective directors, officers, and equityholders (including the directors and officers and stockholders of Parent to be elected or appointed effective as of the Closing pursuant to Section 6.13 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Mergerpreparation of the Reviewable Document.
(b) At a reasonable time prior to the filing, issuance, or other submission or public disclosure of a Reviewable Document by CAG, the Companies, Parent, the other Party shall each be given a reasonable opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each Party shall accept and incorporate all reasonable comments from the other Party to any other statement, such Reviewable Document prior to filing, notice issuance, submission or application made disclosure thereof. Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by or on behalf of Kitara the reviewing party and Health Guru to any third may henceforth be used by other party and/or any Governmental Entity in other Reviewable Documents and in other documents distributed by the other party in connection with the Merger Transactions without further review or consent of the reviewing party.
(c) Prior to the Closing Date, CAG and Parent shall notify each other as promptly as reasonably practicable (i) upon obtaining knowledge of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the Governmental Authority, and (ii) after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the other transactions contemplated herebyGovernmental Authority with respect to any of the foregoing filings or submissions. Parent and CAG shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any requests or comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Parent or the Companies with respect to the Transactions or any Transaction Document shall, to extent permitted by applicable law, be considered to be Reviewable Documents subject to the provisions of this Section 6.04.
(d) Each of Kitara and Health Guru Party warrants and represents to the other parties Party that all such information shall provided for inclusion in a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(be) At a The Companies and Parent will each use all reasonable time prior efforts to cause to be delivered to each other consents from their respective independent auditors, in form reasonably satisfactory to the filing, issuance or other submission or recipient and customary in scope and substance for consents delivered by independent public disclosure of accountants in connection with a Reviewable Document by any of Kitara or Health Guru, the other parties shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, for which such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties if it is advised by counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties so that the filing, issuing or submitting party is in compliance with Applicable Lawrequired.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by the other party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies).
(d) Each of Kitara and Health Guru shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.
Appears in 1 contract
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-Ks and the Merger Closing Press Release, or any other statement, filing notice filing, notice, release or application made by or on behalf of Kitara Quartet, Holdco and/or Health Guru the Company to any Governmental Government Entity or other third party in connection with the Merger Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara the Company and Health Guru Quartet each shall, upon request by any of the other partiesother, promptly furnish the other parties with all information concerning themselves, their respective directors, officers officers, shareholders, stockholders and stockholders Affiliates (including the directors of the Company to be elected effective as of the Closing pursuant to Section 5.2 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger Mergers and the other transactions contemplated herebypreparation of such document. Each of Kitara and Health Guru party warrants and represents to the other parties party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided, that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either Quartet, Holdco or Health Guruthe Company, the other parties party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to commentcomment (and in any event no fewer than three (3) Business Days, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each of Kitara Prior to the Effective Time (i) the Company, Quartet and Health Guru Holdco shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and Quartet shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. Quartet and the Company shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by Quartet or Holdco with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.5.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Quartet Merger Corp.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice filing, notice, release or application made by or on behalf of Kitara GGAC and/or Health Guru the Company to any Governmental Government Entity or other third party in connection with the Merger Purchase and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara the Company and Health Guru GGAC each shall, upon request by any of the other partiesother, use commercially reasonable best efforts to promptly furnish the other parties with all information concerning themselves, their respective directors, officers officers, shareholders and stockholders Affiliates and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger Purchase and the other transactions contemplated herebypreparation of such document. Each of Kitara and Health Guru party warrants and represents to the other parties party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either GGAC or Health Guruthe Company, the other parties party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties party if it is advised by counsel that no reasonable alternative to filing, issuing or submitting is available and such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties party so that the filing, issuing or submitting party is in compliance with Applicable Lawapplicable law.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each of Kitara Prior to the Closing Date (i) the Company and Health Guru GGAC shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.
Appears in 1 contract
Sources: Share Purchase Agreement (Garnero Group Acquisition Co)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Proxy Statement/Prospectus, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice notice, or application (other than pursuant to the HSR Act, for which Section 4.7 applies) made by or on behalf of Kitara Parent and/or Health Guru the Company to any Governmental Entity or other third party Authority in connection with the Merger and Transactions or otherwise, or any press release or Form 8-K relating to the business or financial condition of Parent or the Company (other transactions contemplated hereby than regularly released factual business information of the Company) (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of Parent and Health Guru each the Company shall, upon request by any of the other partiesother, promptly furnish the other parties with all information concerning themselves, their respective directorsdirectors or managers, officers as applicable, officers, stockholders and stockholders members (including the directors of Parent to be elected effective as of the Closing as contemplated by Section 5.2) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingTransactions.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara Parent, on the one hand, or Health Guruthe Company, on the other parties hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may fileconditioned or delayed, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any express language included in a Reviewable Document that reflects the comments of the reviewing party(ies)Document, as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party(ies) and issuance or submission, may henceforth be used by the other party(ies) Party in other Reviewable Documents and in other documents distributed by the other party(ies) Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing party(ies)Party.
(d) Each of Kitara Prior to the Closing Date (i) Parent and Health Guru the Company shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the foregoing filings. Parent and the Company shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC. All correspondence and communications to the SEC made by Parent or the Company with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.4.
Appears in 1 contract
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice or application made by or on behalf of Kitara AETI and/or Health Guru the Target Companies to any Governmental Entity or other third party in connection with the Merger and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Target Companies and Health Guru each AETI shall, upon request by any of the other partiesother, furnish the other parties with all information concerning themselves, their respective directorsdirectors or managers, officers as applicable, officers, stockholders and stockholders members (including the directors of AETI to be elected effective as of the Closing as contemplated by Section 8.1) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Each of Kitara and Health Guru warrants and represents to the other parties that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingTransactions.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara either AETI, on the one hand, or Health Guruthe Target Companies, on the other hand, the other parties Party shall be given an opportunity to review and comment upon such Reviewable Document and give its consent in writing to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of and each Party shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that Party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)shall, as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to commentfollowing its filing, shall be deemed to have been approved by the reviewing party(ies) and may henceforth issuance or submission, thereafter be used by any other party(ies) Party in other Reviewable Documents and in other documents distributed by the other party(ies) Party in connection with the transactions contemplated by this Agreement Transactions without further review or consent of the reviewing party(ies)Party.
(d) Each of Kitara Prior to the Closing Date (i) the Target Companies and Health Guru AETI shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SECSEC or Nasdaq, and (ii) the Target Companies and AETI shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC or Nasdaq on, or of any written or oral request by the SEC or Nasdaq for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC or Nasdaq with respect to any of the foregoing filings. AETI and the Target Companies shall use their respective commercially reasonable efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the SEC or Nasdaq. All correspondence and communications to the SEC or Nasdaq made by AETI or the Target Companies with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 8.3.
Appears in 1 contract
Sources: Share Exchange Agreement (American Electric Technologies Inc)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K K, the Signing Press Release, the Registration Statement, the Proxy Statement, the Closing Form 8-Ks and the Merger Closing Press Release, or any other statement, filing notice filing, notice, release or application made by or on behalf of Kitara Parent, Holdco and/or Health Guru the Company to any Governmental Entity or other third party Authority in connection with the Merger Mergers and the other transactions contemplated hereby Transactions (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara the Company, Parent, Holdco and Health Guru Merger Sub each shall, upon request by any of the other partiesa party, promptly furnish the other parties others with all information concerning themselves, their respective directors, officers officers, shareholders, stockholders and stockholders Affiliates and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger Mergers and the other transactions contemplated herebypreparation of such document. Each of Kitara and Health Guru party warrants and represents to the other parties party that all such information shall be true and correct in all material respects as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingmisleading (provided, that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other parties for inclusion in any such document).
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara Parent, Holdco or Health Guruthe Company, the other parties shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by the other party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies).
(d) Each of Kitara and Health Guru shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.
Appears in 1 contract
Sources: Business Combination Agreement (Cambridge Capital Acquisition Corp)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K and K, the Merger Signing Press Release, the Proxy Statement, the Closing Form 8-K, the Closing Press Release, the Announcement, the Circular, or any other statement, filing notice filing, notice, or application made by or on behalf of Kitara Parent, Noble, the Company and/or Health Guru Ourgame to any Governmental Entity or other third party in connection with the Merger Mergers and the other transactions contemplated hereby (each, a “Reviewable Document”), and for such other reasonable purposes, Kitara each of the Company, Noble, Ourgame and Health Guru each Parent shall, upon request by any of the other partiesother, furnish the other parties with all information concerning themselves, their Subsidiaries, and each of their and their Subsidiaries’ respective directors, officers officers, and stockholders (including the directors of Parent and the Surviving Company to be elected effective as of the Closing pursuant to Section 6.3 hereof) and such other matters as may be reasonably necessary or advisable in connection with the Merger, or any other statement, filing, notice or application made by or on behalf of Kitara and Health Guru to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated herebyMergers. Each of Kitara and Health Guru party warrants and represents to the other parties party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance issuance, or other submission or public disclosure of a Reviewable Document by any of Kitara Ourgame, Noble, Parent or Health Guruthe Company, the other parties shall each be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a and each party may file, issue or otherwise submit a Reviewable Document without the consent of shall accept and incorporate all reasonable comments from the other parties if it is advised by counsel that party to any such Reviewable Document must be filed, issued or submitted in the form objected prior to by the other parties so that the filing, issuing issuance, submission or submitting party is in compliance with Applicable Lawdisclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies)party, as well as any text as to which the reviewing party(ies) party has not commented upon after being given a reasonable opportunity to commentcomment (and in any event no fewer than three (3) business days), shall be deemed to have been approved by the reviewing party(ies) party and may henceforth be used by other party(ies) party in other Reviewable Documents and in other documents distributed by the other party(ies) party in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies)party.
(d) Each of Kitara Prior to the Closing Date (i) Ourgame, the Company, Noble, and Health Guru Parent shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with or submitted to the SECGovernmental Authority, and (ii) Ourgame, the Company, Noble, and Parent shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the Governmental Authority on, or of any written or oral request by the Governmental Authority for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the Governmental Authority with respect to any of the foregoing filings or submissions. Ourgame, Parent, Noble, and the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the any Reviewable Document as promptly as reasonably practicable after receipt of any comments of the Governmental Authority. All correspondence and communications to the Governmental Authority made by Ourgame, Parent, Noble, or the Company with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 6.6.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Black Ridge Acquisition Corp.)
Required Information. (a) In connection with the preparation of the Merger Signing Form 8-K, the Signing Press Release, the Registration Statement, the Proxy Statement/Prospectus, the Closing Form 8-K and the Merger Closing Press Release, or any other statement, filing notice notice, or application (other than pursuant to the HSR Act, to which Section 5.2 applies) made by or on behalf of Kitara Parent and/or Health Guru the Company to any Governmental Entity or other third party Authority in connection with the Merger and Transactions, including any amendment or supplement thereto or other document filed in connection therewith, or any press release or Form 8-K relating to the other transactions contemplated hereby business or financial condition of Parent or the Company or to the Transactions (each, a “Reviewable Document”), and for such any other reasonable purposes, Kitara each of Parent and Health Guru each shallthe Company, upon request by any of the other partiesParty, shall furnish the other parties with all financial and other information concerning themselvessuch Party, their respective directorssuch Party’s directors or managers, officers as applicable, officers, and stockholders (including the persons listed on Schedule 5.16 who will be directors of Parent immediately following the Effective Time, assuming election by the Parent Stockholders at the Parent Stockholders Meeting), and such other matters as may be reasonably necessary or advisable in connection with the MergerReviewable Document, shall use commercially reasonable best efforts to cause such Party’s PCAOB auditor to issue its report on such Party’s financial statements and grant its consent to inclusion thereof in the Reviewable Document, if required, and shall otherwise assist and cooperate with the other Party as reasonably requested by the other Party in connection with any Reviewable Document.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by Parent, on the one hand, or the Company, on the other hand, Parent or the Company, as applicable, shall be given an opportunity to review and comment upon such Reviewable Document and give its prior written consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed, and each Party shall accept and incorporate all reasonable comments from the other Party to any other statement, such Reviewable Document prior to filing, notice issuance, submission or application made disclosure thereof.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by or on behalf of Kitara the reviewing party and Health Guru to any third may henceforth be used by other party and/or any Governmental Entity in other Reviewable Documents and in other documents distributed by the other party in connection with the Merger Transactions without further review or consent of the reviewing party.
(d) Prior to the Closing Date (i) Parent and the Company shall notify each other transactions contemplated herebyas promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC, and (ii) Parent and the Company shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments from the SEC Staff regarding any Reviewable Documents, or of any written or oral request by the SEC Staff for amendments or supplements to, any Reviewable Documents, and each of them shall promptly supply the other with copies of all correspondence between such Party or any of its Representatives and the SEC Staff with respect to any Reviewable Documents. Each of Kitara Parent and Health Guru warrants the Company shall use their respective commercially reasonable best efforts, after consultation with each other, to resolve all such comments or requests with respect to any Reviewable Documents as promptly as reasonably practicable. All correspondence and represents communications to the other parties that SEC or its Staff made by Parent or the Company with respect to the Transactions or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.5.
(e) Parent and the Company shall comply with all such applicable Legal Requirements in the preparation, filing, delivery and/or issuance of each Reviewable Document. All information shall supplied by a Party for a Reviewable Document shall, as of the date of the filing of the Reviewable Document, be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by any of Kitara or Health Guru, the other parties shall be given an opportunity to review and comment upon such Reviewable Document and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document without the consent of the other parties if it is advised by counsel that such Reviewable Document must be filed, issued or submitted in the form objected to by the other parties so that the filing, issuing or submitting party is in compliance with Applicable Law.
(c) Any language included in a Reviewable Document that reflects the comments of the reviewing party(ies), as well as any text as to which the reviewing party(ies) has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party(ies) and may henceforth be used by other party(ies) in other Reviewable Documents and in other documents distributed by the other party(ies) in connection with the transactions contemplated by this Agreement without further review or consent of the reviewing party(ies).
(d) Each of Kitara and Health Guru shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC.
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