Stockholders’ Meeting; Proxy Statement. (a) The Company shall, in accordance with applicable law and the Restated Certificate of Incorporation and the By-laws of the Company duly call, give notice of, convene and hold a meeting of its stockholders (the "Special Meeting") as promptly as reasonably practicable after the date hereof for the purpose of considering and taking action upon this Agreement, the Charter Amendment and such other matters as may be appropriate at the Special Meeting. (b) As soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC, and Merger Company and Finance Company shall cooperate with the Company in such preparation and filing, an S-4 and a preliminary proxy statement and the parties shall file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby and use their respective commercially reasonable efforts to furnish the information required to be included by the SEC in the S-4, the Proxy Statement (as hereinafter defined) and any such statement or schedule. After consultation with Merger Company, the Company shall respond promptly to any comments made by the SEC with respect to the S-4 or the preliminary proxy statement and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and the parties shall respond promptly to any comments with respect to any other statement or schedule filed by them. No filing of, or amendment or supplement to, the S-4, or the Proxy Statement or any other statement or schedule will be made by the Company without providing Merger Company a reasonable opportunity to review and comment thereon, and no filing of any statement or schedule will be made by Merger Company or Finance Company without providing the Company a reasonable opportunity to review and comment thereon. If at any time after the date the S-4 is declared effective by the SEC or otherwise becomes effective and prior to the Special Meeting any information relating to the Company, Merger Company or Finance Company, or any of their respective affiliates, officers or directors, should be discovered by the Company, Merger Company or Finance Company which is required to be set forth in an amendment or supplement to the S-4, the Proxy Statement or any other statement or schedule, so that none of the S-4, the Proxy Statement and any such statement or schedule will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. Subject to the fiduciary obligations of the Board and applicable law, the Company shall include in the Proxy Statement the recommendation of the Board that stockholders of the Company adopt this Agreement. (c) Merger Company and Finance Company agree that (i) they will provide the Company with all information concerning Merger Company and Finance Company and their affiliates necessary or appropriate to be included in the Proxy Statement and (ii) at the Special Meeting or any postponement or adjournment thereof (or at any other meeting at which the Merger or this Agreement are considered by stockholders), they will vote, or cause to be voted, all of the Shares then owned by them, or any of their Subsidiaries and affiliates, if any, in favor of the approval and adoption of this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Johns Manville Corp /New/)
Stockholders’ Meeting; Proxy Statement. (a) The Company shall, in In accordance with applicable law and the Restated Certificate of Incorporation and the By-laws of Company’s Amended and Restated Bylaws, the Company duly call, give notice of, convene shall call and hold a meeting of its stockholders (the "Special Meeting") as promptly as reasonably practicable for the purpose of voting upon the approval of the Merger (the “Stockholders Meeting”), and the Company shall use its best efforts to hold the Stockholders Meeting as promptly as practicable after the date hereof for on which the purpose of considering and taking action upon this Agreement, Proxy Statement (as defined below) is cleared by the Charter Amendment and such other matters SEC. As promptly as may be appropriate at the Special Meeting.
(b) As soon as reasonably practicable following after the date of this Agreement, the Company Company, Parent and Merger Sub shall cooperate and prepare and file with the SEC, and Merger Company and Finance Company shall cooperate with the Company in such preparation and filing, an S-4 and a preliminary proxy statement and the parties shall file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby and use their respective all commercially reasonable efforts to furnish the information required to be included have cleared by the SEC SEC, and promptly thereafter shall mail to stockholders, a proxy statement (the “Proxy Statement”) in connection with the Stockholders Meeting. The Company, Parent and Merger Sub each will promptly and timely provide all information relating to its respective businesses or operations necessary for inclusion in the S-4Proxy Statement to satisfy all requirements of applicable state and federal securities laws. The Company and Parent (with respect to Parent and Merger Sub) each shall be solely responsible for any statement, information or omission in the Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement.
(b) The Company agrees that the Proxy Statement will not, at the time the Proxy Statement (as hereinafter defined) and or any such statement or schedule. After consultation with Merger Company, the Company shall respond promptly to any comments made by the SEC with respect to the S-4 or the preliminary proxy statement and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and the parties shall respond promptly to any comments with respect to any other statement or schedule filed by them. No filing of, or amendment or supplement to, the S-4, or the Proxy Statement or any other statement or schedule will be made by the Company without providing Merger Company a reasonable opportunity to review and comment thereon, and no filing of any statement or schedule will be made by Merger Company or Finance Company without providing the Company a reasonable opportunity to review and comment thereon. If at any time after the date the S-4 thereto) is declared effective by filed with the SEC or otherwise becomes effective and prior first sent to stockholders, at the Special Meeting any information relating to the Company, Merger Company or Finance Company, or any of their respective affiliates, officers or directors, should be discovered by the Company, Merger Company or Finance Company which is required to be set forth in an amendment or supplement to the S-4, the Proxy Statement or any other statement or schedule, so that none time of the S-4Stockholders Meeting or at the Effective Time, the Proxy Statement and any such statement or schedule will include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment except that no representation, warranty or supplement describing such information shall covenant is hereby made, or will be promptly filed with the SEC andmade, to the extent required by law, disseminated to the stockholders of the Company. Subject to the fiduciary obligations of the Board and applicable law, the Company shall include with respect to Parent and Merger Sub Information (as defined in the Proxy Statement the recommendation of the Board that stockholders of the Company adopt this AgreementSection 6.1(c)).
(c) Each of Parent and Merger Company and Finance Company agree Sub agrees that (i) they will provide the Company with all information concerning Merger Company and Finance Company and their affiliates necessary or appropriate to be included in the Proxy Statement and (ii) at the Special Meeting or any postponement or adjournment thereof (or at any other meeting at which the Merger or this Agreement are considered by stockholders), they will vote, or cause to be voted, all none of the Shares then owned information supplied by themParent or Merger Sub, or any of their Subsidiaries respective officers, directors, representatives, agents or employees (the “Parent and affiliatesMerger Sub Information”), if anyfor inclusion in the Proxy Statement, or in any amendments thereof or supplements thereto, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, at the time of the Stockholders Meeting or at the Effective Time, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in favor light of the approval and adoption of this Agreementcircumstances under which they were made, not misleading.
Appears in 1 contract
Stockholders’ Meeting; Proxy Statement. (a) The Company shallAs promptly as reasonably practicable following the date hereof, in accordance with applicable law and the Restated Certificate of Incorporation and the By-laws of the Company duly shall (i) take all action necessary to call, give notice of, convene and hold a meeting of its the Company’s stockholders (including any adjournment or postponement thereof, the "Special “Company Stockholders Meeting"”) as promptly as reasonably practicable after the date hereof for the purpose of considering and taking action upon adopting this Agreement, the Charter Amendment and such other matters as may be appropriate at the Special Meeting.
(bii) As soon as reasonably practicable following the date of this Agreement, in connection with the Company shall Stockholders Meeting, by January 8, 2013 prepare and file with the SEC, and Merger Company and Finance Company shall cooperate with the Company in such preparation and filing, an S-4 and SEC a preliminary proxy statement (together with all amendments and supplements thereto, the parties shall file, if necessary, any other statement or schedule “Proxy Statement”) relating to the Merger and this Agreement and the transactions contemplated hereby and use their respective commercially reasonable efforts to furnish the information required to be included provided to the stockholders of the Company pursuant to the DGCL and the Exchange Act. Parent will provide the Company with any information concerning Parent or Merger Sub as may be reasonably requested by the SEC Company in order to effectuate the preparation and filing of the Proxy Statement, and shall otherwise assist and cooperate with the Company in the S-4, preparation of the Proxy Statement (as hereinafter defined) and the resolution of any such statement or schedulecomments from the SEC referred to below. After consultation Promptly after its preparation and prior to its filing with Merger Companythe SEC, the Company shall respond promptly to any comments made by the SEC with respect to the S-4 or the preliminary proxy statement and cause provide a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and the parties shall respond promptly to any comments with respect to any other statement or schedule filed by them. No filing of, or amendment or supplement to, the S-4, or copy of the Proxy Statement or any other statement or schedule will be made by the Company without providing Merger Company to Parent and shall provide Parent with a reasonable opportunity to review and comment thereonon the Proxy Statement, and no filing will consider for inclusion into the Proxy Statement reasonable comments timely received from Parent or its legal counsel. The Company shall give Parent notice of any statement comments on the Proxy Statement received from the SEC or schedule will be made by Merger Company or Finance Company without providing other communications from the SEC relating to the Proxy Statement, and the Company will provide Parent a reasonable opportunity to review and comment thereonon any response to such comments or any amendment to the Proxy Statement, and, subject to such review and comment by Parent, shall reasonably promptly respond to SEC comments, if any. If (i) at any time after the date the S-4 is declared effective by the SEC or otherwise becomes effective and prior to the Special Meeting Company Stockholders Meeting, any information event should occur relating to the Company, Merger Company or Finance Company, or any of their respective affiliates, officers or directors, the Subsidiaries that should be discovered by the Company, Merger Company or Finance Company which is required to be set forth in an amendment of, or a supplement to the S-4to, the Proxy Statement Statement, the Company shall promptly inform Parent, and (ii) if at any time prior to the Company Stockholders Meeting, any event should occur relating to Parent or any other statement Merger Sub that should be set forth in an amendment of, or schedule, so that none of the S-4a supplement to, the Proxy Statement Statement, Parent will promptly inform the Company, and any in the case of (i) or (ii) the Company and Parent, will, upon learning of such statement or schedule will include any untrue statement of a material fact or omit to state any material fact necessary to make event, promptly prepare, and the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information Company shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed file with the SEC and, if required, mail such amendment or supplement to the extent required by lawCompany’s stockholders; provided, disseminated prior to the stockholders of the Company. Subject to the fiduciary obligations of the Board and applicable lawsuch filing, the Company and Parent shall include in consult with each other with respect to such amendment or supplement. So long as the Company Board shall not have effected a Change of Recommendation, the Proxy Statement shall include the recommendation Company Recommendation and the opinion of the Board that Financial Advisor referred to in Section 4.19. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the resolution of any comments from the SEC. The Company adopt shall use commercially reasonable efforts to solicit proxies from the Company’s stockholders for adoption of this Agreement.
(cb) Merger Company Once the Stockholders Meeting has been called and Finance Company agree that (i) they will provide noticed, the Company with all information concerning Merger shall not postpone or adjourn the Stockholders Meeting without consent of Parent. At the Company and Finance Company and their affiliates necessary or appropriate to be included in the Proxy Statement and (ii) at the Special Meeting Stockholders Meeting, or any postponement or adjournment thereof (or at any other meeting at which the Merger or this Agreement are considered by stockholders)thereof, they will Parent shall vote, or cause to be voted, all of the Shares shares of Common Stock then owned of record by them, Parent or Merger Sub or any of their Subsidiaries and affiliates, if any, in favor of the approval and adoption of this AgreementAgreement and approval of the Merger, and Parent shall use its reasonable best efforts to deliver or provide (or cause to be delivered or provided), in its capacity as a stockholder of the Company, if applicable, any other approvals that are required by applicable Law to effect the Merger.
Appears in 1 contract
Sources: Merger Agreement (Intermec, Inc.)
Stockholders’ Meeting; Proxy Statement. (a) Promptly following the Agreement Date (and, in any event, within fifteen (15) Business Days following the Agreement Date (unless the failure to file in such time period is caused by the failure of Parent to provide, or cause to be provided, such information regarding itself, its Subsidiaries (including Merger Subsidiary) or its Affiliates, as required by Law to be included in the Proxy Statement and as requested by the Company, in which case, the Company will file the Proxy Statement promptly but, in any event, within two (2) Business Days following the receipt of such required and/or requested information), the Company shall prepare the Proxy Statement and file it with the SEC. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company agrees to provide Merger Subsidiary, Parent and their counsel a reasonable opportunity to review and comment on such document prior to the filing, mailing or other submission thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Merger Subsidiary, Parent and their counsel that are provided in a timely manner. The Company (and Parent, as applicable) shall use commercially reasonable efforts to respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement and shall cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after establishing the Record Date. The Company shall (i) notify Parent promptly upon (but, in any event, within twenty-four (24) hours of) the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, (ii) provide Merger Subsidiary, Parent and their counsel an opportunity to participate with the Company or its counsel in any material discussions or meetings with any Governmental Authority or its staff regarding such comments and/or requests if and to the extent permitted by applicable Law and such Governmental Authority or its staff and (iii) supply Parent with copies of all material correspondence between the Company or any of its Representatives, on the one hand, and the SEC, or its staff, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Subsidiary shall use commercially reasonable efforts to cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including furnishing, upon request, as promptly as reasonably practicable to the Company in writing any and all information relating to it as may be required to be set forth in the Proxy Statement under applicable Law. The Proxy Statement will comply as to its form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing with the SEC.
(b) If at any time prior to the Stockholders Meeting, any event or circumstance relating to the Company, Parent, or any of their respective Affiliates should be discovered by the Company or Parent that, pursuant to the Securities Act, Exchange Act or other applicable Law, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other parties hereto. If at any time before the Stockholders Meeting, any such event or circumstance is discovered by the Company or Parent, then, in each case, the Company shall, reasonably promptly after becoming aware thereof, amend or supplement, as applicable and in accordance with Section 5.4(a), the Proxy Statement to include disclosure of such fact or event. Each of Parent and the Company agree to use reasonable best efforts to correct any information provided by or on behalf of it for use in the Proxy Statement that shall have become false or misleading or that omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(c) The Company shall use commercially reasonably efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after the Proxy Statement is first filed with the SEC. As promptly as practicable after the SEC confirms that it has no further comments on the Proxy Statement, the Company shall use commercially reasonable efforts to establish, in accordance with applicable law Law, the applicable Company Charter Documents, and the Restated Certificate of Incorporation and the By-laws of the Company Nasdaq rules, a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment or postponement thereof, the "Special “Stockholders Meeting"”) as promptly as reasonably practicable after the date hereof for the purpose of considering and taking action upon this Agreement, obtaining the Charter Amendment and such other matters as may be appropriate at Company Stockholder Approval. Notwithstanding anything to the Special Meeting.
(b) As soon as reasonably practicable following the date of contrary in this Agreement, the Company may only postpone or adjourn the Stockholders Meeting (i) for the absence of a quorum, (ii) after reasonable consultation with Parent, to allow reasonable additional time for any supplemental or amended disclosure that the Company has determined in good faith (after consultation with outside legal counsel) is reasonably necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting or (iii) after reasonable consultation with Parent, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval. Subject to Section 5.3, the Company Board shall prepare and file with the SECmake, and Merger Company and Finance Company shall cooperate with include in the Proxy Statement, the Company in such preparation Board Recommendation and filingshall use its reasonable best efforts to obtain the Company Stockholder Approval and to take all other action reasonably necessary or advisable to secure the vote or consent of the stockholders of the Company required by the applicable Company Charter Documents, an S-4 and a preliminary proxy statement the Nasdaq rules and the parties DGCL. Notwithstanding anything to the contrary in this Agreement, regardless of whether the Company Board shall file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby and use their respective commercially reasonable efforts to furnish the information required to be included by the SEC in the S-4, the Proxy Statement (as hereinafter defined) and any such statement or schedule. After consultation with Merger Companyhave made a Change of Recommendation, the Company shall respond promptly to any comments made by the SEC with respect to the S-4 or the preliminary proxy statement and cause submit this Agreement for a definitive proxy statement (the "Proxy Statement") to be mailed vote to its stockholders at the Stockholders Meeting unless this Agreement has been validly terminated in accordance with its terms.
(d) The Company shall, in consultation with Parent, establish a record date (that is as early as reasonably practicable and in compliance with applicable Law) for purposes of determining the parties shall respond promptly holders of Company Common Stock entitled to any comments with respect to any other statement or schedule filed by themnotice of and vote at the Stockholders Meeting (the “Record Date”). No filing of, or amendment or supplement to, the S-4, or the Proxy Statement or any other statement or schedule will be made by Once the Company without providing Merger Company a reasonable opportunity to review and comment thereon, and no filing of any statement or schedule will be made by Merger Company or Finance Company without providing has established the Company a reasonable opportunity to review and comment thereon. If at any time after the date the S-4 is declared effective by the SEC or otherwise becomes effective and prior to the Special Meeting any information relating to the Company, Merger Company or Finance Company, or any of their respective affiliates, officers or directors, should be discovered by the Company, Merger Company or Finance Company which is required to be set forth in an amendment or supplement to the S-4, the Proxy Statement or any other statement or schedule, so that none of the S-4, the Proxy Statement and any such statement or schedule will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. Subject to the fiduciary obligations of the Board and applicable lawRecord Date, the Company shall include in not change such Record Date or establish a different record date for the Proxy Statement Stockholders Meeting without the recommendation prior written consent of Parent, unless required to do so by applicable Law. In the event that the date of the Board that stockholders of Stockholders Meeting as originally called is adjourned, postponed or otherwise delayed in accordance with Section 5.4(b), the Company adopt this Agreement.
agrees that, unless Parent shall have otherwise approved in writing (c) Merger Company and Finance Company agree that (i) they will provide such approval not to be unreasonably withheld, conditioned or delayed), the Company with all information concerning Merger Company and Finance Company and their affiliates necessary or appropriate to be included in the Proxy Statement and (ii) at the Special Meeting or any shall implement such adjournment, postponement or adjournment thereof (other delay in such a way that the Company does not establish a new Record Date for the Stockholders Meeting, as so adjourned, postponed or at any other meeting at which the Merger or this Agreement are considered delayed, except as may be required by stockholders), they will vote, or cause to be voted, all of the Shares then owned by them, or any of their Subsidiaries and affiliates, if any, in favor of the approval and adoption of this Agreementapplicable Law.
Appears in 1 contract
Sources: Merger Agreement (Bazaarvoice Inc)
Stockholders’ Meeting; Proxy Statement. (a) At the request of Parent, the Company shall cause the Stockholders' Meeting to be duly called and held as soon as practicable, for the purpose of voting on the approval and adoption of this Agreement and the Merger.
(b) The Company shall, shall take all action necessary in accordance with applicable law Law and the Restated Company Certificate of Incorporation and the By-laws of the Company Bylaws to duly call, give notice of, and convene the Stockholders' Meeting.
(c) The Company shall solicit from the Company Stockholders entitled to vote at the Stockholders' Meeting proxies in favor of such approval and hold a meeting shall take all other action reasonably necessary or, in the reasonable judgment of its stockholders Parent, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger.
(d) Parent and the "Special Meeting") Company will as promptly as reasonably practicable after the date hereof for the purpose of considering and taking action upon this Agreement, the Charter Amendment and such other matters as may be appropriate at the Special Meeting.
(b) As soon as reasonably practicable following the date of this Agreement, Agreement jointly prepare the Company Proxy Statement and shall prepare and file with the SEC, and Merger Company and Finance Company shall cooperate with the Company in such preparation and filing, an S-4 and a preliminary proxy statement and the parties shall file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby and use their respective all commercially reasonable efforts to furnish the information required to be included by the SEC in the S-4, cause the Proxy Statement (as hereinafter defined) and any such statement or schedule. After consultation with Merger Company, the Company shall respond promptly to any comments made by the SEC with respect to the S-4 or the preliminary proxy statement and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders the Company Stockholders at the earliest practical time. The Company shall furnish all information concerning it and the parties shall respond promptly to any comments holders of its capital stock as Parent may reasonably request in connection with respect to any other statement or schedule filed by them. No filing of, or amendment or supplement to, the S-4, or the Proxy Statement or any other statement or schedule will be made by the Company without providing Merger Company a reasonable opportunity to review and comment thereon, and no filing of any statement or schedule will be made by Merger Company or Finance Company without providing the Company a reasonable opportunity to review and comment thereonsuch actions. If (i) at any time after the date the S-4 is declared effective by the SEC or otherwise becomes effective and prior to the Special Meeting Stockholders' Meeting, any information event should occur relating to the Company, Merger Company or Finance Company, or any of their respective affiliates, officers or directors, the Subsidiaries that should be discovered by the Company, Merger Company or Finance Company which is required to be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly inform Parent and (ii) if at any time prior to the Stockholders' Meeting, any event should occur relating to Parent or Buyer or any of their respective associates or affiliates, or relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the Company and Parent, will, upon learning of such event, promptly prepare, and the Company shall mail such amendment or supplement to the S-4Company Stockholders; PROVIDED, prior to such mailing, the Proxy Statement or any Company and Parent shall consult with each other statement or schedule, so that none of the S-4, the Proxy Statement and any with respect to such statement or schedule will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information and shall be promptly filed with incorporate the SEC and, to the extent required by law, disseminated to the stockholders other's comments thereon. Each of the Company. Subject to the fiduciary obligations of the Board Parent and applicable law, the Company Buyer shall include in the Proxy Statement the recommendation of the Board that stockholders of the Company adopt this Agreement.
(c) Merger Company and Finance Company agree that (i) they will provide the Company with all information concerning Merger Company and Finance Company and their affiliates necessary or appropriate to be included in the Proxy Statement and (ii) at the Special Meeting or any postponement or adjournment thereof (or at any other meeting at which the Merger or this Agreement are considered by stockholders), they will vote, or cause to be voted, all of the Shares then owned by them, or any of their Subsidiaries and affiliates, if any, in favor of the approval Merger and adoption this Agreement all shares of this AgreementCompany Common Stock directly or indirectly beneficially owned by it.
(e) The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board of Directors of the Company described in SECTION 3.3, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company and the Board of Directors of the Company (the "INDEPENDENT ADVISOR ENGAGEMENT LETTER"), consented to the inclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Sources: Merger Agreement (Iwo Holdings Inc)
Stockholders’ Meeting; Proxy Statement. (a) The Company shall, in accordance with applicable law and the Restated Certificate of Incorporation and the By-laws of the Company duly call, give notice of, convene and hold a meeting of its stockholders (the "Special Meeting") as promptly as reasonably practicable after the date hereof for the purpose of considering and taking action upon this Agreement, the Charter Amendment and such other matters as may be appropriate at the Special Meeting.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC, and Merger Company and Finance Company shall cooperate with the Company in such preparation and filing, an S-4 and a preliminary proxy statement and the parties shall file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby and use their respective commercially reasonable efforts to furnish the information required to be included by the SEC in the S-4, the Proxy Statement (as hereinafter defined) and any such statement or schedule. After consultation with Merger Company, the Company shall respond promptly to any comments made by the SEC with respect to the S-4 or the preliminary proxy statement and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and the parties shall respond promptly to any comments with respect to any other statement or schedule filed by them. No filing of, or amendment or supplement to, the S-4, or the Proxy Statement or any other statement or schedule will be made by the Company without providing Merger Company a reasonable opportunity to review and comment thereon, and no filing of any statement or schedule will be made by Merger Company or Finance Company without providing the Company a reasonable opportunity to review and comment thereon. If at any time after the date the S-4 is declared effective by the SEC or otherwise becomes effective and prior to the Special Meeting any information relating to the Company, Merger Company or Finance Company, or any of their respective affiliates, officers or directors, should be discovered by the Company, Merger Company or Finance Company which is required to be set forth in an amendment or supplement to the S-4, the Proxy Statement or any other statement or schedule, so that none of the S-4, the Proxy Statement and any such statement or schedule will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. Subject to the fiduciary obligations of the Board and applicable law, the Company shall include in the Proxy Statement the recommendation of the Board that stockholders of the Company adopt this Agreement.
(c) Merger Company and Finance Company agree that (i) they will provide the Company with all information concerning Merger Company and Finance Company and their affiliates necessary or appropriate to be included in the Proxy Statement and (ii) at the Special Meeting or any postponement or adjournment thereof (or at any other meeting at which the Merger or this Agreement are considered by stockholders), they will vote, or cause to be voted, all of the Shares then owned by them, or any of their Subsidiaries and affiliates, if any, in favor of the approval and adoption of this Agreement.not
Appears in 1 contract
Sources: Agreement and Plan of Merger (Manville Personal Injury Settlement Trust)