Shareholder Information Statement definition

Shareholder Information Statement means that certain shareholder information document to be distributed to the Company Shareholders, including (i) details of the Merger, (ii) a notice of appraisal rights to the Company Shareholders entitled to such rights under the Laws of Bermuda, (iii) a copy of the Opinion of the Financial Advisor, (iv) information regarding the transactions contemplated by this Agreement and (v) any other information required to be included therein pursuant to section 92(2) of the Bermuda Companies Act, and any reference in this Agreement to the “Shareholder Information Statement” shall be construed also as a reference to any supplementary circular or shareholder notice distributed (or required to be distributed) to the Company Shareholders in connection with this Agreement or the transactions contemplated hereby, including the Merger.
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Shareholder Information Statement has the meaning set forth in Section 6.8(a).
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Examples of Shareholder Information Statement in a sentence

  • If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement or the Shareholder Information Statement or the Form S-4 Registration Statement or the Buyer Registration Statement, the Company will promptly inform the Buyer.

  • Such Shareholder Information Statement shall give notice of the Company's receipt of consents of a majority of the holders of the Common Stock to the adoption of this Agreement and notice of the appraisal rights of the Company Shareholders as required by Section 1301 of the GCL and request adoption of this Agreement.

  • In furtherance of the foregoing, the Company shall, in consultation with Parent, prepare the Shareholder Information Statement and shall take into account all reasonable comments by Parent on the Shareholder Information Statement (and any amendment or supplement thereto).

  • In the event that Company is required, or considers it advisable, to amend or supplement the Shareholder Information Statement, then it shall not make such amendment or supplement without Purchaser’s prior approval, which shall not be unreasonably withheld, delayed or conditioned.

  • The Company will disseminate, as required, any necessary amendments or supplements to the Shareholder Information Statement.

  • Notwithstanding the foregoing, the Company makes no representation or warranty in this Section 4.08 with respect to statements made or incorporated by reference in the Shareholder Information Statement based on information supplied by Parent, Merger Sub or any of their Affiliates (other than the Company or any of its Controlled Affiliates) for inclusion or incorporation by reference therein.

  • If at any time prior to the Effective Time any event relating to Parent, Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Sub which should be set forth in an amendment or a supplement to the Proxy Statement or Shareholder Information Statement, Parent or Sub will promptly inform the Company.

  • Notwithstanding the foregoing, Parent makes no representation or warranty in this Section 5.10 with respect to statements made or incorporated by reference in the Shareholder Information Statement based on information supplied by the Company or any of its Controlled Affiliates for inclusion or incorporation by reference therein.

  • The Shareholder Information Statement or Proxy Statement, as the case may be, shall include information regarding the Company, the terms of the Merger and this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger.

  • The Company shall, as soon as practicable after the Company's receipt of consents of a majority of the holders of the Common Stock to the adoption of this Agreement, but in no event later than five (5) days after the date hereof, distribute a statement (the "Shareholder Information Statement") and any other such notices as may be required by Section 1201 of the GCL to all holders of the Common Stock (the "Shareholders").