Target Proxy Statement definition
Examples of Target Proxy Statement in a sentence
The Target Proxy Statement or Information Statement, as applicable, will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder.
Except to the extent that the Target Board affects a Target Adverse Recommendation Change as permitted by Section 7.04, the Target Proxy Statement will include the Target Board Recommendation.
Without limiting the generality of the foregoing, each of Parent and Merger Sub will promptly furnish to the Target all information concerning Parent and Merger Sub required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Target Proxy Statement or Information Statement, as applicable.
Notwithstanding the foregoing, no representation or warranty is made by the Target with respect to statements made or incorporated by reference therein supplied by Parent or Merger Sub or their Representatives expressly for inclusion or incorporation by reference in the Target Proxy Statement or Information Statement, as applicable.
The Target will not file the Target Proxy Statement or Information Statement, or any amendment or supplement thereto, without providing Parent, Merger Sub and their counsel a reasonable opportunity to review and comment thereon (which comments will be reasonably considered by the Target).
Parent, Merger Sub and the Target will cooperate and consult with each other in the preparation of the Target Proxy Statement or Information Statement.
Acquiror and Newco shall promptly furnish to Target such information regarding each of Acquiror and Newco and their respective officers and directors as may be reasonably requested by Target for inclusion in the Target Proxy Statement as required by any law or by the SEC.
Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein supplied by the Target or its Representatives expressly for inclusion or incorporation by reference in the Target Proxy Statement or Information Statement, as applicable.
As promptly as practicable after the date of this Agreement, Acquiror shall prepare, with the assistance of Target, as appropriate, and file with the SEC the Acquiror Registration Statement together with the prospectus to be included therein (the "Prospectus") and the Target Proxy Statement included therein, and any other documents required by the 1933 Act or the 1934 Act in connection with the Merger.
Target shall cause the Target Proxy Statement to be mailed to Target Stockholders at the earliest possible date.