Buyer Proxy Statement definition
Examples of Buyer Proxy Statement in a sentence
Buyer shall (i) provide Seller and its Representatives with a reasonable opportunity to review and comment on drafts of the Buyer Proxy Statement (and any amendments or supplements thereto) prior to filing, furnishing or delivering the Buyer Proxy Statement (and any amendments or supplements thereto) to the SEC or Buyer’s stockholders and (ii) give reasonable consideration to all comments proposed by Seller and its Representatives.
Notwithstanding anything contrary in the foregoing, in no event shall the Buyer be required to file the Buyer Proxy Statement with the SEC prior to August 15, 2024.
Buyer shall notify Seller promptly of (A) the time when the Buyer Proxy Statement has been filed with the SEC, (B) when the SEC staff confirms that it does not intend to review the preliminary Buyer Proxy Statement or advises that it has no further comments thereon or that Buyer may commence mailing the Buyer Proxy Statement (such date, the “SEC Clearance Date”) and (C) when any supplement or amendment to Buyer Proxy Statement has been filed.
The Buyer Proxy Statement shall, at the time of the Buyer Stockholders’ Meeting, comply as to form in all material respects with the Exchange Act and the rules and regulations promulgated by the SEC thereunder.
Buyer shall use its reasonable best efforts to ensure that the Buyer Proxy Statement (and any amendments or supplements thereto) complies in all material respects with the applicable provisions of the Exchange Act.
Buyer shall promptly provide copies, consult with Seller and prepare written responses with respect to any written comments received from the SEC with respect to the Buyer Proxy Statement and advise Seller of any oral comments received from the SEC.
Buyer shall have obtained the Required Buyer Shareholder Vote for (1) the Share Issuance and (2) if, prior to the mailing of the Buyer Proxy Statement, the event set forth on Schedule 6.5(g) has not occurred, the Governance Charter Amendment.
The Board of Directors of Buyer shall not withhold, withdraw or modify in a manner adverse to Seller or Amundi Parent (or publicly propose any of the foregoing), and the Buyer Proxy Statement shall include, the recommendation of the Board of Directors of Buyer in favor of approval of the Share Issuance and the Charter Amendments, except to the extent the Board of Directors of Buyer determines, in accordance with, and to the extent permitted by, Section 6.5(f) to make an Adverse Recommendation Change.