Buyer Proxy Statement definition

Buyer Proxy Statement shall have the meaning set forth in Section 4.24.
Sample 1
Buyer Proxy Statement means the proxy statement of Buyer relating to the approval by the stockholders of Buyer in compliance with Section 712 of the NYSE MKT Company Guide and Regulation 14A under the Exchange Act of (i) the issuance of shares of GEE Common Stock in excess of the Conversion Limit in connection with the Preferred Conversion, (ii) the issuance shares of GEE Common Stock in excess of the Conversion Limit in connection with the Note Conversion.
Sample 1
Buyer Proxy Statement means a proxy statement in definitive form filed with the SEC for use in connection with the solicitation of proxies for the Buyer Voting Proposal to be considered at the meeting of Buyer Stockholders, as may be amended or supplemented from time to time.
Sample 1

Examples of Buyer Proxy Statement in a sentence

  • To the greatest extent practicable, information required to be disclosed in both the Buyer Proxy Statement and any such solicitation materials shall be disclosed in an identical manner.

  • Buyer shall have received prior to the mailing, but no earlier than five (5) business days prior to the mailing, of the Buyer Proxy Statement from Sandler O’Xxxxx & Partners, L.P. a letter (acceptable in form to Buyer) setting forth its opinion (or reconfirming any earlier opinion thereof) that the Exchange Ratio is fair to the stockholders of Buyer from a financial point of view, and such opinion shall not have been withdrawn prior to or as of the Effective Date.

  • Buyer Proxy Statement The proxy statement used by Buyer to solicit the approval of its stockholders of the transactions contemplated by this Agreement, which shall include the prospectus of Buyer relating to the issuance of the Buyer’s Common Stock to the shareholders of Acquired Corporation.

  • At the time the Buyer Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of Buyer, and at the time such stockholders vote on adoption of this Agreement, the Buyer Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

  • The representations and warranties contained in this Section 2.3(f) will not apply to statements or omissions in the Buyer Proxy Statement or any amendment or supplement thereto based upon information furnished to Buyer by the Sellers or the Company specifically for use therein.

  • Registration Statement The registration statement on Form S-4, or such other appropriate form, to be filed with the SEC by the Buyer, and which has been agreed to by Acquired Corporation, to register the shares of Buyer’s Common Stock offered to stockholders of the Acquired Corporation pursuant to this Agreement, including the Buyer Proxy Statement and the Acquired Corporation Proxy Statement.

  • Seller shall furnish all information about Seller and the Subsidiaries, and the Business to Buyer as may reasonably be requested in connection with the preparation of the Buyer Proxy Statement.

  • Subject to Section 5.7, the Buyer shall (i) use reasonable best efforts to obtain from the Buyer Stockholders the Buyer Stockholder Approval and (ii) through the Buyer Board make the Buyer Recommendation to the Buyer Stockholders (and include the Buyer Recommendation in the Buyer Proxy Statement).

  • Buyer will cause the Buyer Proxy Statement to be transmitted to the Buyer Stockholders as promptly as reasonably practicable.

  • On or prior to the 45th calendar day after the Closing Date, Buyer will prepare and file with the SEC the Buyer Proxy Statement.


More Definitions of Buyer Proxy Statement

Buyer Proxy Statement has the meaning specified in Section 7.9.
Sample 1
Buyer Proxy Statement has the meaning set forth in Section 10.9(a) hereof.
Sample 1

Related to Buyer Proxy Statement

  • Proxy Statement has the meaning set forth in Section 6.03(a).

  • Joint Proxy Statement shall have the meaning set forth in Section 6.3(a).

  • Company Proxy Statement has the meaning set forth in Section 3.5.

  • Joint Proxy Statement/Prospectus has the meaning set forth in Section 6.1(a).

  • Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).

  • Schedule 14D-9 has the meaning set forth in Section 1.02(a).

  • Information Statement means the information statement to be made available to the holders of Parent Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

  • Schedule 13E-3 has the meaning specified in Section 4.2(a).

  • Offer Documents shall have the meaning set forth in Section 2.1(b).

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Stockholders Meeting shall have the meaning set forth in Section 6.2(c).

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any action by written consent of the Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling, continuation or meeting held in lieu thereof;

  • Form 10 means the registration statement on Form 10 filed by SpinCo with the SEC to effect the registration of SpinCo Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Public Disclosure Documents means, collectively, all of the documents which have been filed by or on behalf of the Purchaser in the 24 months prior to the date hereof with the relevant Securities Regulators pursuant to the requirements of Securities Laws and filed on SEDAR at xxx.xxxxx.xxx;

  • Takeover Offer Document means, if following the date of this Agreement, Verizon elects to implement the Acquisition by way of the Takeover Offer in accordance with Clause 3.6, the document to be despatched to Fleetmatics Shareholders and others by Verizon containing, amongst other things, the Takeover Offer, the Conditions (save insofar as not appropriate in the case of a Takeover Offer) and certain information about Verizon and Fleetmatics and, where the context so admits, includes any form of acceptance, election, notice or other document reasonably required in connection with the Takeover Offer;

  • Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

  • Parent Reports has the meaning set forth in Section 4.5(a).

  • Shareholders Meeting shall have the meaning set forth in Section 5.1.

  • Shareholder Meeting means an annual general meeting of shareholders or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company.