Transaction Statement. Parent shall have delivered the Transaction Statement not more than fifteen (15) and not less than five (5) Business Days prior to the Closing Date;
Transaction Statement. Expedia acknowledges and agrees that Expedia is responsible for the payment of banking transfer fees in relation to the receipt of payments related to the Transaction Statement.
Transaction Statement. None of the information supplied or to be supplied by or on behalf of the Company for inclusion in the Transaction Statement will, at the time such document is filed with the SEC or mailed to shareholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion in the Transaction Statement.
Transaction Statement. A Security shall not be validly issued until a transaction statement executed by a duly authorized officer of the Company is sent to the purchaser or transferee thereof and an Account is established by the Company in the name of such purchaser or transferee.
Transaction Statement. None of the information supplied or to be supplied by or on behalf of Parent, Merger Sub or any affiliate of Parent or Merger Sub for inclusion in the Transaction Statement will, at the times such document (including any amendments thereto) is filed with the SEC and at all times prior to the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Transaction Statement will not, at the time such document is filed with the SEC and is mailed to shareholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to information supplied in writing by or on behalf of the Company or any affiliate of the Company (other than Parent) expressly for inclusion in the Transaction Statement. The Transaction Statement will, at the time the Transaction Statement is filed with the SEC, at the time it is mailed to the shareholders of the Company, and at the time any amendment or supplement thereto is filed with the SEC, comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.
Transaction Statement. As promptly as reasonably practicable and in any event within five (5) Business Days after the date hereof, the Company, with the assistance of Parent, shall prepare, and the Company shall file with the SEC, a Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Transaction Statement”) (which shall also satisfy the applicable requirements of the PBCL, including a required notice to shareholders of the Company of TABLE OF CONTENTS their dissent and appraisal rights in accordance with Section 1575 of the PBCL) in form and substance reasonably satisfactory to each of the Company and Parent relating to the Transactions. Parent shall cooperate with the Company in the preparation of the Transaction Statement and any amendments thereto and shall furnish to the Company the information relating to it and Merger Sub required by the Exchange Act. The Company shall use its reasonable best efforts, after consultation with Parent, to respond as promptly as practicable to any comments of the SEC with respect to the Transaction Statement and to cause the Transaction Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendments or supplements to the Transaction Statement, and the Company and Parent shall cooperate in filing with the SEC or its staff, and if required, the Company shall mail to its shareholders, as promptly as reasonably practicable, such amendment or supplement. Parent shall cause the Company to comply promptly with Sections 1575, 1577 and 1579 of the PBCL, including by delivering to the former shareholders of the Company, promptly after the Effective Time, the notice required by Section 1575(a) of the PBCL.
Transaction Statement. (a) The Company shall use commercially reasonable efforts to promptly prepare and file with the Commission pursuant to the terms of this Agreement the Company's proxy statement, including any necessary amendments and supplements thereto, with respect to the Company Stockholders Meeting (the "Company Proxy Statement"). Purchaser shall be given reasonable opportunity to review and comment on the Company Proxy Statement, including all amendments and supplements thereto prior to the filing thereof with the Commission.
Transaction Statement. If a Transaction Statement was required to be ---------------------- prepared and filed with the SEC and to be mailed to applicable security holders, the required time period for such dissemination shall have lapsed.
Transaction Statement. The Trustee shall furnish to the Corporation within 90 days after each Valuation Date, and in the event the Trust is terminated or a successor Trustee is appointed, within 90 days after such event, and at such other times as may be requested by the Corporation, a statement of transactions which sets forth all opening and closing balances, purchases, sales, receipts, disbursements and other transactions involving the Trust, other than the Directed Fund, since the date of the last statement of transactions of the Trustee (or covering such other period as may be specified by the Corporation). Such statement of transactions shall contain an exact description and the cost shown on the books of the Trust and the fair market value as of the date of the statement of transactions, of all assets of the Trust, other than the Directed Fund.
Transaction Statement. 5.2(c) Transfers......................................................5.3(a)(ii) Waiting Period.................................................5.3(b)(iii) Warrant Agreement..............................................2.3(d) AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement") is made and entered into as of the 18th day of May, 2005, by and among Flag Holdings Corporation, a Delaware corporation ("Parent"), Flag Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Metals USA, Inc., a Delaware corporation ("MUSA").
