SEC Actions Clause Samples
The "SEC Actions" clause defines the rights and obligations of the parties in the event of actions, investigations, or proceedings initiated by the U.S. Securities and Exchange Commission (SEC). Typically, this clause outlines how the parties must cooperate, disclose relevant information, or respond to SEC inquiries or enforcement actions related to the agreement or the parties' conduct. Its core practical function is to ensure that both parties are prepared to address regulatory scrutiny and to allocate responsibilities for compliance, thereby reducing legal risk and promoting transparency in dealings subject to SEC oversight.
SEC Actions. No formal or informal SEC investigation or proceeding shall have been initiated by the SEC against any of the Pantheon Parties or any of their officers or directors.
SEC Actions. Parent will advise the Company, promptly after Parent receives notice thereof, of the receipt of any comments by the SEC on the Registration Statement, the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Parent Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.
SEC Actions. 45 6.9 Accountants' "Comfort" Letters.................................................................46 6.10
SEC Actions. No formal or informal SEC investigation or proceeding shall have been initiated by the SEC against GSME or any of its officers or directors.
SEC Actions. No formal or informal SEC investigation or proceeding shall have been initiated or sent by the SEC against TM or any of its officers or directors.
SEC Actions. (a) Schedules 14D-1 and 13E-3. As soon as reasonably practicable on the date of commencement of the Offer, Parent and Newco shall file with the Securities and Exchange Commission ("SEC")
(i) a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (including all supplements and amendments thereto, the "Schedule 14D-1") and (ii) a Transaction Statement on Schedule 13E-3 (including all supplements and amendments thereto, the "Schedule 13E-3," which, together with the Schedule 14D-1 and all other documents required to be filed by Parent and Newco with the SEC in connection with the Transactions, are collectively referred to as the "Offer Documents"). The Company shall execute, and join in the filing of, the Schedule 13E-3.
(b) Schedule 14D-9. Concurrently with the filing of the Schedule 14D-1, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (including all supplements and amendments thereto, the "Schedule 14D-9"), which shall reflect the recommendations of the Company Board referred to in Section 1.2(a).
SEC Actions. No formal or informal SEC investigation or proceeding shall have been initiated by the SEC against HMAUF or any of its officers or directors.
SEC Actions. (a) SCHEDULE TO. On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (including all supplements and amendments thereto, the "SCHEDULE TO"), which shall contain an offer to purchase, a related letter of transmittal and summary advertisement (such Schedule TO and all other documents required to be filed by Parent and Sub with the SEC in connection with the Offer and the Merger, are collectively referred to as the "OFFER DOCUMENTS").
(b) SCHEDULE 14D-9. On or as soon as practicable after the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (including all supplements and amendments thereto, the "SCHEDULE 14D-9"). The Schedule 14D-9 shall (unless the Board of Directors of the Company, after consultation with its independent legal counsel, determines in good faith that such action would be inconsistent with its fiduciary duties to Company Stockholders under applicable Law) contain the recommendation of the Board of Directors of the Company that the Company Stockholders accept the Offer and tender their shares of Company Common Stock (the "COMPANY BOARD RECOMMENDATION").
SEC Actions. (a) Schedule 14D-1. On the date of commencement of the Offer, Parent and -------------- Newco shall file with the Securities and Exchange Commission ("SEC") a Tender --- Offer Statement on Schedule 14D-1 with respect to the Offer (including all supplements and amendments thereto, the "Schedule 14D-1"), which shall contain -------------- an offer to purchase, a related letter of transmittal and summary advertisement (such Schedule 14D-1 and all other documents required to be filed by Parent and Newco with the SEC in connection with the Transactions, are collectively referred to as the "Offer Documents"). ---------------
(b) Schedule 14D-9. Concurrently with the filing of the Schedule 14D-1, the -------------- Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (including all supplements and amendments thereto, the "Schedule -------- 14D-9"), which shall reflect the recommendations of the Company Board referred ----- to in Section 1.2(a).
SEC Actions. No formal or informal SEC investigation or proceeding shall have been initiated by the SEC against KW or any of its officers or directors. ARTICLE IX