Information Statement. (a) Buyer shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (taking into account the timing of the delivery by Seller to Buyer of any necessary historic financial statements), a written information statement containing the information specified in Schedule 14C under the Exchange Act and concerning the Share Issuance and the transactions contemplated by this Agreement under the Exchange Act (the “Information Statement”). Buyer agrees, as to itself and its Subsidiaries, that the Information Statement and any amendment or supplement thereto (i) shall comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) shall not, at the date of mailing to holders of Buyer Common Stock, 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, except with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Seller or any of its Affiliates. Seller shall cooperate in the preparation of the Information Statement and shall promptly provide to Buyer all information regarding Seller or any of its Affiliates (including, but not limited to, any financial statements of and other information relating to the Transferred Entities which may be required pursuant to Regulation 14C under the Exchange Act) that is reasonably required in connection with the preparation, filing and distribution of the Information Statement and any amendment or supplement thereto. Seller agrees that none of the information supplied by Seller for inclusion or incorporation by reference in the Information Statement shall, at the date of mailing to the holders of Buyer Common Stock, 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.
Information Statement. Promptly after the execution of this Agreement, Company shall prepare, with the cooperation of Parent, two Information Statements, both in compliance with the requirements under Delaware Law and one in compliance with Rule 506 under the Securities Act and one in compliance with Regulation S promulgated thereunder, which Information Statements shall also include an offering circular, which shall comply as to form and substance in all material respects with the applicable provisions of the Securities Act, the blue sky laws and all rules and regulations promulgated thereunder (collectively, the "Information Statement") to be used in connection with obtaining the approval and adoption of this Agreement and approval of the Merger by the Company Stockholders. The Information Statement shall be in form and substance reasonably satisfactory to Parent. Company shall mail the Information Statement to all Company Stockholders entitled to receive such notice under Delaware Law. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the Company Stockholders in the Merger and a proxy statement for solicitation of stockholder approval and adoption of this Agreement and approval of the Merger. If, at any time prior to the Closing Date, (i) any event or information should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Information Statement, Parent shall promptly inform Company, and (ii) any event or information should be discovered by Company which should be set forth in an amendment to the Information Statement, Company shall promptly inform Parent, and Company shall prepare, with the cooperation of Parent, an amendment to the Information Statement disclosing such event or information, and Company shall mail, and Parent shall cooperate to the extent necessary in mailing, such amendment or supplement to the Company Stockholders. The Information Statement shall include the recommendation of the Board of Directors of Company that the Company Stockholders vote in favor of the approval and adoption of this Agreement and approval of the Merger; provided that such recommendation may not be included or may be withdrawn if previously included if (i) none of Company, its subsidiaries and their respective officers, directors, employees or other agents and representatives violated any of the restrictions in Section 4.3 hereof, and (ii) following consulta...
Information Statement. As soon as practicable after the execution of this Agreement, the Company shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). The form of Information Statement delivered to Parent by the Company pursuant to the previous statement shall be true, correct and complete in all material respects. Each of the Company and Parent shall use its reasonable best efforts to cause the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of the Company and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel to cooperate with the other's counsel in the preparation of the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of the Company Common Stock and/or the Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of the Company Stockholder Approval of the Merger, whichever is requested by Parent. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, the Company and Parent shall cooperate in delivering any such amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement with the appropriate government officials. The Information Statement shall include the unqualified recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and approval of the Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates, the form and content of which information shall not have been approv...
Information Statement. At least 20 calendar days shall have elapsed since the Company mailed to the stockholders of the Company the Information Statement as contemplated by Regulation 14C of the Exchange Act (including Rule 14c-2 promulgated under the Exchange Act).
Information Statement. The information furnished on or in any document mailed, delivered or otherwise furnished to Stockholders by the Company in connection with the solicitation of their consent to this Agreement and the Merger, will not contain, at or prior to the Effective Time, any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made not misleading.
Information Statement. As promptly as practicable after the date of this Agreement, the Company shall send to the Company’s stockholders the Information Statement, describing the Merger and the transactions contemplated hereby, soliciting the Requisite Stockholder Approval, and providing notice of appraisal rights as required by Section 262 of the DGCL. The Company, through the Company Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby and (ii) include such recommendation in the Information Statement and (iii) publicly reaffirm such recommendation within 5 days after a reasonable request to do so by Parent or Merger Sub. Without limiting the generality of the foregoing, the Company agrees that its obligations to distribute the Information Statement to its stockholders and to solicit for the Requisite Stockholder Approval shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Acquisition Proposal. The Company agrees that, prior to the termination of this Agreement, it shall not submit to the vote of its stockholders any Acquisition Proposal or propose to do so. If, at any time prior to obtaining the Requisite Stockholder Approval, any information relating to the Merger, the Company, Parent or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Information Statement so that such document would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall, to the extent required by applicable Law, disseminate an appropriate amendment or supplement describing such information to the stockholders of the Company. Notwithstanding the foregoing, prior to mailing the Information Statement (or any amendment or supplement thereto), the Company shall give Parent and its counsel a reasonable opportunity to review and comment on such document and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel.
Information Statement. Within ten (10) days following the Closing Date, the Acquiror Company will file and mail a Schedule 14(f) information statement to the stockholders of record of the Acquiror Company.
Information Statement. The Information Statement (including any amendments or supplements prepared subsequent to its date) a true copy of which, in each case, has been furnished to the Purchaser, and the documents furnished and written statements made by the Fund in connection with the preparation or execution of this Agreement and the other Related Documents to which it is a party when considered together with the Information Statement, do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which made, not misleading.
Information Statement. As soon as practicable following the date hereof, the Company shall prepare and file with the SEC the preliminary Information Statement in accordance with Rule 14C (the “Information Statement”) to be sent to the Shareholders of the Company in connection with the written consent referred to in Section 6.1. Parent, Merger Sub and the Company will cooperate and consult with each other and their respective counsel in the preparation of the Information Statement. Without limiting the generality of the foregoing, Parent will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement. The Company shall not file the preliminary Information Statement, or any amendment or supplement thereto, without providing the Parent a reasonable opportunity to review and comment thereon. The Company shall include therein any reasonable comments provided by Parent. Each party shall use commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the preliminary Information Statement as promptly as practicable after receipt thereof and to cause the Information Statement in definitive form to be mailed to the Company’s Shareholders as promptly as reasonably practicable following filing with the SEC. Each party agrees to consult with the other party prior to responding to SEC comments with respect to the preliminary Information Statement. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading. Each party shall as soon as reasonably practicable (i) notify the other parties of the receipt of any comments from the SEC with respect to the Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and (ii) provide each other party with copies of all correspondence between a party and its employees and other authorized representatives, on the one hand, and the SEC, on the other hand, with respect to the Information Statement.
Information Statement. The information supplied by the Company for inclusion in the Information Statement will not, as of the date of the Information Statement: (i) contain any statement that is inaccurate or misleading with respect to any material fact; or (ii) omit to state any material fact necessary in order to make such information (in the light of circumstances under which it is provided) not false or misleading.
