Joint Information Statement definition

Joint Information Statement means the material which shall describe the transactions contemplated by this Agreement and which shall be delivered to and solicit the approval by the stockholders of Med-Search and Prospect Medical Systems, to the extent required, of (i) this Agreement and the Merger, and any amendments or supplements thereto, all as required by applicable law; (ii) an increase in authorized Med-Search Common to 250,000,000; (iii) a reverse stock split of Med-Search Common of 44 to one; (iv) the subsequent reduction in the number of authorized shares of Med-Search Common from 250,000,000 to 40,000,000; and (v) the appointment of a new Board of Directors of Med-Search as of the Closing.
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Examples of Joint Information Statement in a sentence

  • The Form F-4 and the Joint Information Statement/Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder, and the Joint Information Statement/ Proxy Statement/Prospectus shall comply as to form in all material respects with the requirements of the Canadian Securities Laws.

  • This Agreement and the other matters disclosed in the Joint Information Statement shall have been approved and adopted by the required affirmative vote of the holders of the outstanding shares of Med-Search Common and of Prospect Medical Systems.

  • Med-Search shall include in the Joint Information Statement as required by Section 1203 of the California Corporations Code, a written opinion as to the fairness of the consideration being received in the transaction.

  • The Joint Information Statement will comply as to form in all material respects with the requirements of the DGCL, except that no representation or warranty is made by B▇▇▇▇ with respect to statements made or incorporated by reference therein based on information supplied by Covalence for inclusion or incorporation by reference in the Joint Information Statement.

  • None of the information supplied or to be supplied by B▇▇▇▇ for inclusion or incorporation by reference in the Joint Information Statement will, at the date of mailing to stockholders in connection with the Merger, 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 Joint Information Statement will be accompanied by an investment agreement including investment representations, provisions for legending Alliance stock certificates and similar provisions to assure compliance with the Securities Act of 1933; the return of an executed copy of such agreement by a Holder is a condition to such Holder receiving Alliance Common Stock (or cash) pursuant to Sections 3.3(a), 3.3(b) or 3.3(c) hereof.

  • Prospect Medical Systems agrees to submit this Agreement, Certificates of Amendment to Certificate of Incorporation, Certificate of Merger and any related matters to its stockholders for approval, by means of the Joint Information Statement, all as provided by law and its Certificate of Incorporation and Bylaws.

  • Mercury and Cameron will prepare a Joint Information Statement to be sent to their respective shareholders with respect to the transactions contemplated by this Agreement.

  • Med-Search agrees to submit this Agreement, the Certificate of Merger, the Certificates of Amendment to its Certificate of Incorporation, and any related matters to its stockholders for approval, by means of the Joint Information Statement, all as provided by law and its Certificate of Incorporation and Bylaws.

  • None of the information supplied or to be supplied by Covalence for inclusion or incorporation by reference in the Joint Information Statement will, at the date of mailing to stockholders in connection with the Merger, 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.

Related to Joint Information Statement