Merger Proxy Statement definition

Merger Proxy Statement is defined in Section 2.4(g) of the Agreement.
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Merger Proxy Statement means the proxy statement to be filed by the Transferee with the US SEC in relation to the merger between the Transferee and Cambridge;
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Merger Proxy Statement means the proxy statement to be furnished to Flamel’s shareholders in connection with the meeting of Flamel shareholders at which such shareholders will be asked to consider the Merger;
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Examples of Merger Proxy Statement in a sentence

  • On January 19, 2018, Silver Run II issued a Definitive Merger Proxy Statement to its shareholders on Schedule 14A in connection with the efforts of Silver Run II, the Board and Riverstone to secure shareholder support for the Acquisition.

  • For clarity, the representations and warranties in this Section 4.5 will not apply to statements or omissions included or incorporated by reference in the Offer Documents, the Merger Proxy Statement (and any amendment or supplement thereto), if applicable, or the Schedule 14D-9 based upon information supplied to Parent or Purchaser by the Company or any of its Representatives on behalf of the Company specifically for inclusion therein.

  • Parent and Purchaser shall promptly supply to the Company in writing, for inclusion in the Merger Proxy Statement, all information concerning Parent and Purchaser and their Affiliates required under applicable Legal Requirements to be included in the Merger Proxy Statement as is reasonably requested by the Company.

  • Leavitt $12,551, Mr. Leonsis $30,733, Mr. Levin $41,341, Mr. Palmisano $16,750, Dr. Vasella $26,248, Mr. Walter $68,112, and Mr. Williams $75,619.Directors’ Charitable Award Program.

  • The Merger Proxy Statement shall include the Company Board Recommendation, unless the Board of Directors has made a Company Adverse Recommendation Change in accordance with Section 6.1. The Merger Proxy Statement shall include the notice of the Company Stockholder Meeting and the notice and other information required by Section 262(d) of the DGCL.

  • The Company shall give Parent and its counsel reasonable opportunity to review and comment on the initial preliminary Merger Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Merger Proxy Statement prior to the filing thereof with the SEC or dissemination to the holders of Shares and the Company shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel.

  • Parent, Purchaser and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Merger Proxy Statement in order to satisfy applicable Legal Requirements.

  • By virtue of their positions of control over the entire management of the Company, the Defendants had unquestioned opportunity to issue statements that they knew were false and misleading, including by signing or approving the Merger Proxy Statement.

  • Brooklyn Bancorp shall use its best efforts to have the Merger Proxy Statement cleared for mailing as promptly as practicable after such filing, and Brooklyn Bancorp shall thereafter promptly mail the Merger Proxy Statement to the Brooklyn Bancorp shareholders.

  • Endosonics and Target will undertake to obtain approval of the Transaction by the stockholders of Target at a special meeting of stockholders, and in connection therewith will mail a proxy statement regarding the Transaction (which together with the related Registration Statement is herein referred to as the "Merger Proxy Statement") approximately 30 days in advance of such stockholders meeting (the date the Merger Proxy Statement is mailed being herein referred to as the "Proxy Mailing Date").


More Definitions of Merger Proxy Statement

Merger Proxy Statement means the Proxy Statement (or if appropriate, Information Statement) of Purchaser referred to in Section 10.1, to be filed with the Commission and sent to Purchaser’s stockholders covering (a) the approval of the Merger Agreement and the issuance of the Merger Shares pursuant to the Plan of Merger, (b) the approval of the change of Purchaser’s corporate name to “Lander Co., Inc.” or another name designated by Seller, (c) the approval, if necessary, of a change of Purchaser’s auditors to KPMG, (d) the approval of an increase in the number of authorized shares of Purchaser Common Stock to not less than 100,000,000 shares, and (e) such other matters as are appropriate and necessary to consummate the transactions contemplated by this Agreement.
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Merger Proxy Statement has the meaning set forth in Section 4.3(c) hereof;
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Related to Merger 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.

  • 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).

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

  • 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;

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

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

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

  • 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.

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

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

  • 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.

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

  • 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.

  • Holders’ Meeting means a meeting among the Holders held in accordance with Clause 17 (Holders’ Meeting).

  • Noteholders’ Meeting means a meeting among the Noteholders held in accordance with Clause 16 (Noteholders’ Meeting).

  • 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.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • 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;