Common use of Information Statement Clause in Contracts

Information Statement. As promptly as practicable after the execution of this Agreement, Stream, in cooperation with the Company, shall prepare and file with the SEC an Information Statement relating to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Law. The Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall cooperate in the preparation of the Information Statement. Stream shall respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SEC.

Appears in 2 contracts

Samples: Share Exchange Agreement (Ares Corporate Opportunities Fund II, L.P.), Share Exchange Agreement (Stream Global Services, Inc.)

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Information Statement. As promptly Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7, as soon as practicable after the execution consummation of this Agreementthe Offer, Stream, in cooperation with the Company, Company shall prepare and file with the SEC an the Information Statement relating to the Voting Proposals pursuant to Regulation 14C under in preliminary form as required by the Exchange Act (and the “Information Statement”), which such Information Statement will include all notices rules and information required by Section 228 of the Delaware General Corporation Lawregulations promulgated thereunder. The Company shall provide all necessary obtain and furnish the information for inclusion required to be included in the Information Statement on a timely basis Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall respond as promptly as practicable to any such comments made by the SEC or its staff with respect to the Information Statement, and shall cause the Information Statement in definitive form to be mailed to the Company’s stockholders as promptly as practicable after the SEC or its staff advises the Company that it has no further comments on the Information Statement. Parent shall cooperate with the Company in the preparation of the Information Statement. Stream shall respond to Statement or any comments of the SEC amendment or supplement thereto and shall use its commercially be given reasonable efforts opportunity to have review and comment on the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement or any amendment or supplement thereto prior to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from filing thereof with the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements mailing thereof to the Information StatementCompany’s stockholders. If at any time prior to the Closing, or for additional any information and shall supply relating to the other with copies of all correspondence between such party Offer, the Merger, the Company, Parent, Purchaser or any of its representativestheir respective Affiliates, on directors or officers, should be discovered by the one hand, and the SEC Company or its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs Parent which is required to should be set forth in an amendment or supplement to the Information Statement, Stream so that the Information Statement shall not 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 Companystatements therein, as in light of the case may becircumstances under which they are made, not misleading, the party which discovers such information shall promptly inform notify the other of party, and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be filed as promptly as practicable with the SEC or its staffand, and/or mailing to the extent required by Law, disseminated to the stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (LS Cable Ltd.), Agreement and Plan of Merger (Superior Essex Inc)

Information Statement. As promptly soon as practicable after the execution of this Agreement, Streamthe 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 cooperation with the Company, shall prepare and file with the SEC an Information Statement relating to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 reasonable judgment of the Delaware General Corporation Law. The Company shall provide all necessary information providing party or its counsel, may be required or appropriate for inclusion in the Information Statement on a timely basis Statement, or in any amendments or supplements thereto, and shall to cause its counsel to cooperate with the other's counsel in the preparation of the Information Statement. Stream The Information Statement shall respond to any comments constitute a disclosure document for the offer and issuance of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement shares of Parent Common Stock to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing received by the SEC. Stream shall notify holders of the Company promptly upon Common Stock and/or the receipt Company Stock Options in the Merger and, either an Information/Proxy Statement or a consent solicitation for solicitation of any comments from the SEC or its staff or any other government officials and Company Stockholder Approval of any request the Merger, whichever is requested by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information StatementParent. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, Company and Parent shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, delivering any such amendment or supplementsupplement 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 shall, as soon as practicable, furnish 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 Stream such information relative to and in the best interests of the Company and its Affiliatesstockholders (the "COMPANY RECOMMENDATIONS"). Anything to the contrary contained herein notwithstanding, including consolidated financial statements, as is required to be included the Company shall not include in the Information Statement pursuant any information with respect to Parent or its affiliates, the rules form and regulations content of the SEC. In connection with the foregoing, Stream which information shall give the Company and its counsel the opportunity to review and comment on the Information Statement not have been approved by Parent prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECsuch inclusion.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Outdoor Channel Holdings Inc), Agreement and Plan of Merger (Outdoor Channel Holdings Inc)

Information Statement. As promptly soon as practicable after the execution date of this Agreement, Stream, in cooperation with the Company, shall Company will prepare and file with the SEC an Information Statement SEC, and the Parent and the Purchaser shall cooperate with the Company in such preparation and filing, a preliminary information statement relating to the Voting Proposals pursuant Charter Amendment and use its reasonable best efforts to Regulation 14C under furnish the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required to be included by Section 228 of the Delaware General Corporation Law. The Company shall provide all necessary information for inclusion SEC in the Information Statement on a timely basis and shall cooperate in and, after consultation with the preparation of the Information Statement. Stream shall Parent, to respond promptly to any comments of made by the SEC with respect to the preliminary information statement and shall use its commercially reasonable best efforts to have cause a definitive information statement (the "Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement Statement") to be mailed to its the Company's stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SECas soon as practicable. Stream shall The Company will notify the Company promptly upon Parent and the Purchaser of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the preliminary information statement and the Information Statement, Statement or for additional information and shall will supply the other Parent and the Purchaser with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information StatementStatement or the Merger. Whenever The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information statement and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there shall occur any event occurs which that is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of Company will prepare and mail to its stockholders such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such an amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SEC.

Appears in 2 contracts

Samples: Tender Agreement (Ibp Inc), Agreement and Plan of Merger (Foodbrands America Inc)

Information Statement. As promptly Promptly following the receipt of Written Consents from stockholders representing a majority in voting power of the issued and outstanding shares of Series A Preferred Stock as practicable after of the execution Record Date (including, for the avoidance of this Agreementdoubt, Streamthe Written Consent delivered by the Investors as described in Section 2.1) (the “Series A Requisite Consent”), in cooperation the Company shall take commercially reasonable efforts to cause the Amended Series A Certificate of Designations Effectiveness to occur as soon as reasonably practicable, including by preparing, filing with the CompanySecurities and Exchange Commission (the “SEC”), shall prepare and file disseminating to holders of the Series A Preferred Stock, an information statement and notice of action by written consent with the SEC an Information Statement relating respect to the Voting Proposals pursuant to Regulation 14C under adoption and approval of the Exchange Act Amended Series A Certificate of Designations (the “Information Statement”), which such Information Statement will include all notices in each case as and information to the extent required by Section 228 of the Delaware General Corporation applicable Law. The Company shall will provide all necessary information for inclusion in the Information Statement Investors (and their counsel) with a reasonable opportunity to review and comment on a timely basis and shall cooperate in the preparation of the Information Statement. Stream shall respond to , and any amendment or supplement thereto, and will consider in good faith any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing provided by the SEC. Stream shall notify the Company promptly upon the receipt of Investors, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Company will promptly respond to any other government officials SEC comments on the Information Statement and will use all commercially reasonable efforts to cause the Information Statement to be cleared by the SEC as promptly as practicable after such filing. The Company will advise the Investors reasonably promptly after: (A) the time when the Information Statement has been filed; (B) in the event the Information Statement is not reviewed by the SEC, the expiration of the waiting period under Rule 14c-5 under the Exchange Act; (C) in the event the preliminary Information Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Information Statement; (E) any request by the SEC or its staff or for amendment of the Information Statement; (F) any comments from the SEC relating to the Information Statement and responses thereto (and shall provide the Investors with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Investors with a copy or, in the case of oral communications, summary of such request) relating to the Information Statement; and (H) any other government officials for amendments or supplements material communication relating to the Information Statement, whether written or for additional information and shall supply the other with copies of all correspondence between such party or any of its representativesoral, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with(and shall provide the Investors with a copy or, or sent toin the case of oral communications, the SECsummary of such communication).

Appears in 2 contracts

Samples: Transaction Agreement (Garrett Motion Inc.), Transaction Agreement (Garrett Motion Inc.)

Information Statement. As promptly soon as practicable after practicable, and in any case, no later than 10 Business Days following delivery by the execution Company to Buyer of this Agreementan unaudited consolidated balance sheet, Streamchanges in stockholders equity and statements of income and cash flow of the Company and its Subsidiaries as of and for the six-month period ended June 30, in cooperation with 2016 (the Company“June 2016 Interim Financial Statements”), Buyer shall prepare and file a preliminary copy of the Information Statement with the SEC an Information Statement relating to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation LawSEC. The Company shall furnish all information concerning the Company and its Affiliates to Buyer as may be required, and provide all necessary information for inclusion such other assistance, as may be reasonably requested, in the Information Statement on a timely basis and shall cooperate in connection with the preparation and filing of the Information Statement. Stream shall respond , including providing to any comments Buyer no later than 60 days following the last day of the SEC such quarter (and shall use using its commercially reasonable best efforts to have provide to Buyer no later than 45 days following the Information Statement cleared for mailing as last day of such quarter) the June 2016 Interim Financial Statements. Buyer shall promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and Buyer shall supply promptly provide the other Company with copies of all correspondence between such party it (or any of its representatives), on the one hand, and the SEC or its staffSEC, on the other hand, . Buyer shall respond as promptly as practicable to any comments from the SEC with respect to the Information Statement. Whenever Notwithstanding the foregoing, prior to filing the Information Statement or mailing the Information Statement or responding to any event occurs which is required comments of the SEC with respect thereto, Buyer (i) shall provide the Company with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall consider in good faith all comments reasonably proposed by the Company. If at any time prior to the Effective Time any information relating to Buyer or the Company, or any of their respective Affiliates, officers or directors, should be identified by Buyer or the Company that should be set forth in an amendment or supplement to the Information Statement, Stream so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Companystatements therein, as in light of the case may becircumstances under which they were made, not misleading, the party which discovers such information shall promptly inform notify the other of party hereto and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be promptly filed with the SEC or its staffand, and/or mailing to the extent required by Law, disseminated to the stockholders of Stream, such amendment or supplementBuyer. The Company shall, as soon as practicable, furnish to Stream such information relative to Buyer shall cause the Company and its Affiliates, including consolidated financial statements, as is required Information Statement to be mailed to holders of shares of capital stock of Buyer as promptly as practicable after the date on which the SEC confirms it has no more comments on the Information Statement. Buyer makes no representation or warranty with respect to any statements included in the Information Statement pursuant to the rules and regulations supplied by or on behalf of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests specifically for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECinclusion therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Beasley Broadcast Group Inc)

Information Statement. As promptly The Information Statement shall be filed by the Company with the Commission within ten Business Days of the date of the Closing and neither it nor any amendment or supplement thereto, as practicable after the execution so filed or mailed to stockholders of this Agreement, Stream, in cooperation with the Company, shall prepare and file contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Majority Consent that has become false or misleading. In connection with the SEC an Information Statement relating to and the Voting Proposals pursuant to Majority Consent, the Company shall comply in all respects with Regulation 14C under 14(c) of the Exchange Act (and the “Information Statement”), which such Information Statement will include all notices rules and information required by Section 228 of the Delaware General Corporation Lawregulations thereunder. The Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall cooperate in the preparation of the Information Statement. Stream shall respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt copy of any written comments received from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one handCommission, and the SEC or its staff, on the other handany written responses thereto, with respect to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment Statement within one Business Day of its receipt or supplement to the Information Statement, Stream or the Companydelivery thereof, as the case may be, and shall promptly inform use its best efforts to respond to such comments on, obtain Commission approval of and mail to the other stockholders of such occurrence and cooperate the Company the Information Statement as soon as possible following the date hereof. The Company shall notify the Investor in filing with writing at least five Business Days prior to the SEC or its staff, and/or date that is the last day of the 20-day period commencing on the mailing date of the Information Statement to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required contemplated by Rule 14c-2(b) with respect to be included in the Information Statement pursuant to and the rules and regulations Majority Consent, which notice shall specify the last day of such 20-day period. The limitation on the increase in the number of shares of Common Stock issuable upon the conversion into Common Stock of the SECNote as contained in Section 3(d) thereof (the "Conversion Share Limit") shall automatically terminate and be of no force or effect ab initio (the "Conversion Share Limit Termination") at the end of the 20-day period referenced above, and any such increases that would have occurred but for the effectiveness of the Conversion Share Limit shall be effected for all purposes. In connection After the Conversion Share Limit Termination, the transactions contemplated by this Agreement, including the issuance of the Note without any such limitation on the number of shares of Common Stock issuable upon conversion thereof, shall be in full compliance with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECAmex Stockholder Approval Requirements.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Gse Systems Inc)

Information Statement. As promptly soon as practicable (and in any event within fifteen (15) Business Days) after the execution of this Agreement, Streamthe Company shall distribute, by upload to the secure website maintained for the benefit of holders of Units, to its Members, as appropriate, an information statement and other appropriate documents (including a copy of this Agreement) which contain, subject to Section 4.2, the Company Recommendation (such information statement and other documents, including any amendments or supplements thereto, in cooperation with each case in the Company, shall prepare and file with the SEC an Information Statement relating form or forms mailed or delivered to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (Members, collectively, the “Information Statement”)) if required in connection with obtaining Member Proxies representing the Company Requisite Approval, which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Lawshall comply with applicable Laws. The Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall cooperate in the preparation of the Information Statement. Stream shall respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify If the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to distributes the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Stream the Company or the CompanyParent, as the case may be, shall will promptly inform the other of such occurrence and cooperate in filing with preparing and distributing to the SEC or its staff, and/or mailing to stockholders of Stream, Members such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative supplement (to the Company and its Affiliatesextent necessary or appropriate, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations good faith judgment of the SECCompany). In Each of Parent and Merger Sub shall use its reasonable best efforts to cooperate with the Company in connection with the foregoing, Stream shall give the Company preparation and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to distribution of the Information Statement, including furnishing as promptly as reasonably practicable to the Company any and all responses information relating to requests it as the Company may reasonably request. The Company shall deliver to the Members a notice of the Record Date for additional information acting by written consent and replies any other notices in connection with the Intermediate Merger and the Merger as required by the Operating Agreement. Parent agrees that on the Record Date, it will, pursuant to comments from the SEC prior Member Proxies, consent in writing to their being filed with, or sent to, approve this Agreement and the SECtransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Textron Inc)

Information Statement. As promptly as practicable Promptly after the execution and delivery of this Agreement, Stream, in cooperation with the Company, Company shall prepare and file with the SEC an Information Statement relating to information statement of the Voting Proposals pursuant to Regulation 14C type contemplated by Rule 14c-2 promulgated under the Exchange Act relating to the adoption of this Agreement and the approval of the transaction contemplated hereby, including, without limitation, the Merger (together with any amendments thereof or supplements thereto, the “Information Statement”), which such it being understood and agreed that the preliminary Information Statement will include all notices shall in no event be filed with the SEC later than fourteenth (14th) calendar day following the date hereof. In addition, the Company shall prepare and information file with the SEC any other filings as and when requested by the SEC or required by Section 228 of Regulation 14C (the Delaware General Corporation Law“Additional Materials”). The Information Statement shall be prepared in accordance with, and comply with, Regulation 14C and Schedule 14C promulgated under the Exchange Act. The Company shall provide all necessary information for inclusion in the Information Statement on Parent and Merger Sub with a timely basis and shall cooperate in the preparation of the Information Statement. Stream shall respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, any Additional Materials and all responses to and requests for additional information and replies to comments from the SEC prior to their being filed with, filing such with the SEC. Parent and Merger Sub shall promptly provide any comments on the Information Statement and any Additional Materials and any information necessary to be included in any of the foregoing. Promptly after the Information Statement has been cleared by the SEC or sent toafter ten (10) calendar days have passed since the date of the filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, the Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared by or filed with the SEC, as the case may be, and mail a copy of the Information Statement to the Company’s stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Castle Dental Centers Inc)

Information Statement. As promptly soon as reasonably practicable after following the execution date of this Agreement but in no event later than three (3) Business Days following the date of this Agreement, Streamthe Company shall, in cooperation with the Companyassistance of the Parent Group, shall prepare and file with the SEC an Information Statement relating to information statement of the Voting Proposals pursuant to Regulation 14C type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the "Information Statement"), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Law. The Parent Group, Merger Sub and the Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall will cooperate with each other in the preparation of the Information Statement. Stream shall respond to any comments Without limiting the generality of the SEC foregoing, each of the Parent Group and Merger Sub 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 use its commercially reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared for mailing by the staff of the SEC as promptly as reasonably practicable after such filings filing. Each of the Parent Group, Merger Sub and Stream shall cause the Company agrees to correct any information provided by it for use in the Information Statement to be mailed to its stockholders at the earliest which shall have become false or misleading. The Company shall as soon as reasonably practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon Parent Group and Merger Sub of the receipt of any comments from the SEC or its staff or any other government officials with respect to Information Statement and of any request by the SEC or its staff or for any other government officials for amendments or supplements amendment to the Information Statement, Statement or for additional information and shall supply provide the other Parent Group with copies of all correspondence between such party comments and correspondence. Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of its representativesthe SEC (or the staff of the SEC) with respect thereto, the Company shall provide the Parent Group a reasonable opportunity to review and to propose comments on such document or response and shall consider the one hand, and Parent Group's comments in good faith. Promptly after the Information Statement has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its staff, on the other hand, with respect intent to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to review the Information Statement, Stream the Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the CompanySEC, as the case may be, shall promptly inform the other and mail a copy of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations each of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECstockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Icahn Carl C)

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Information Statement. As promptly soon as practicable after the execution of this Agreement, Streamthe Company and the LLC shall prepare, in with the cooperation of the Buyer, the Information Statement for the holders of Shares to approve this Agreement and the transactions contemplated hereby and for the holders of Units to consummate the Exchange. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Buyer Ordinary Shares to be received by the holders of Shares and Units. The Buyer, the LLC and the Company shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable Legal Requirements. Each of the Company, shall prepare the LLC and file with the SEC an Information Statement relating Buyer agrees to provide promptly to the Voting Proposals pursuant to Regulation 14C under other such information concerning its business and financial statements and affairs as, in the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 reasonable judgment of the Delaware General Corporation Law. The Company shall provide all necessary information providing party or its counsel, may be required or appropriate for inclusion in the Information Statement on a timely basis Statement, or in any amendments or supplements thereto, and shall to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Stream The Company and the LLC will promptly advise the Buyer, and the Buyer will promptly advise the Company and the LLC, in writing if at any time prior to the Effective Time either shall respond obtain knowledge of any facts that might make it necessary or appropriate to any comments of the SEC and shall use its commercially reasonable efforts to have amend or supplement the Information Statement cleared for mailing as promptly as practicable after such filings in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Company's and Stream the LLC's Board of Directors and Board of Managers that the holders of Shares approve the Merger and this Agreement and the conclusion of the Company's and LLC's Board of Directors and Board of Managers that the terms and conditions of the Merger and Exchange are advisable and fair and reasonable to the holders of Shares and Units. The Company and the LLC shall cause not include in the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC Buyer or its staffaffiliates or associates, and/or mailing to stockholders the form and content of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such which information relative to shall not have been approved by the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement Buyer prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECsuch inclusion.

Appears in 1 contract

Samples: Merger and Exchange Agreement (Commtouch Software LTD)

Information Statement. As promptly as practicable Promptly after the execution of this Agreement, Stream, in cooperation the Company shall prepare the Information Statement and shall file the same with the CompanyCommission as soon as reasonably practicable, but in no event later than ten (10) Business Days after the Closing Date. The Information Statement shall prepare and file constitute an information circular informing the stockholders of the Company of receipt of the Shareholder Approval. Other than with respect to any information provided by or on behalf of any Investor, the Company will cause the Information Statement to comply as to form in all material respects with the SEC an Information Statement relating to applicable provisions of the Voting Proposals pursuant to Regulation 14C under Securities Act and the Exchange Act (and the “Information Statement”), which such Information Statement will include all notices rules and information required by Section 228 of the Delaware General Corporation Lawregulations thereunder. The Company shall provide all necessary information for inclusion in use commercially reasonable efforts to cause the Information Statement on a timely basis to be cleared by the Commission as promptly as practicable after its filing with the Commission. The Company will advise the Investors promptly after it receives oral or written notice of any request by the Commission for amendment to the Information Statement or comments thereon and responses thereto or requests by the Commission for additional information and will promptly provide each of the Investors with copies of any written communication from the Commission or any state securities commission. The Company shall use commercially reasonable efforts, after consultation with the Investors, to resolve all such requests or comments with respect to the Information Statement as promptly as practicable after receipt thereof. Each Investor shall cooperate with the Company in the preparation of the Information Statement and such Investor shall, upon request, furnish the Company with such information concerning it and its Affiliates, if any, as the Company may reasonably determine is required in connection with the preparation of the Information Statement. Stream shall respond No filing of, or amendment or supplement to any comments of the SEC and shall use its commercially reasonable efforts to have the Information Statement cleared for mailing as promptly as practicable after such filings will be made by the Company without consulting with the Investors and Stream without providing each Investor the opportunity to review and comment thereon. The Company shall cause the Information Statement to be mailed (or otherwise electronically provided) to its the stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify of the Company as promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever as practicable (but in any event occurs which within three (3) Business Days) after it is required to be set forth in an amendment or supplement to permitted under the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplementExchange Act. The Company shall, as soon as practicable, furnish to Stream such promptly upon becoming aware of any information relative to that would cause (i) any of the Company and its Affiliates, including consolidated financial statements, as is required to be included statements in the Information Statement to be false or misleading with respect to any material fact or (ii) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, inform each Investor and, upon consultation with such Investor, take necessary steps to correct the Information Statement. Each Investor shall, promptly upon becoming aware of any information furnished by it pursuant to the rules and regulations forth immediately preceding sentence that would cause (x) any of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on statements in the Information Statement prior to it being filed be false or misleading with the SEC and shall give the Company and its counsel the opportunity respect to review and comment on all amendments any material fact or supplements to (y) the Information StatementStatement to omit to state any material fact necessary to make the statements therein not false or misleading, and all responses to requests for additional information and replies to comments from inform the SEC prior to their being filed with, or sent to, the SECCompany.

Appears in 1 contract

Samples: Note Purchase and Exchange Agreement (Intersections Inc)

Information Statement. As promptly soon as reasonably practicable after following the execution date of this Agreement but in no event later than three (3) Business Days following the date of this Agreement, Streamthe Company shall, in cooperation with the Companyassistance of the Parent Group, shall prepare and file with the SEC an Information Statement relating to information statement of the Voting Proposals pursuant to Regulation 14C type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”), which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Law. The Parent Group, Merger Sub and the Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall will cooperate with each other in the preparation of the Information Statement. Stream shall respond to any comments Without limiting the generality of the SEC foregoing, each of the Parent Group and Merger Sub 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 use its commercially reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared for mailing by the staff of the SEC as promptly as reasonably practicable after such filings filing. Each of the Parent Group, Merger Sub and Stream shall cause the Company agrees to correct any information provided by it for use in the Information Statement to be mailed to its stockholders at the earliest which shall have become false or misleading. The Company shall as soon as reasonably practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon Parent Group and Merger Sub of the receipt of any comments from the SEC or its staff or any other government officials with respect to Information Statement and of any request by the SEC or its staff or for any other government officials for amendments or supplements amendment to the Information Statement, Statement or for additional information and shall supply provide the other Parent Group with copies of all correspondence between such party comments and correspondence. Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of its representativesthe SEC (or the staff of the SEC) with respect thereto, the Company shall provide the Parent Group a reasonable opportunity to review and to propose comments on such document or response and shall consider the one hand, and Parent Group’s comments in good faith. Promptly after the Information Statement has been cleared by the SEC or after 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its staff, on the other hand, with respect intent to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to review the Information Statement, Stream the Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the CompanySEC, as the case may be, shall promptly inform the other and mail a copy of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations each of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECstockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xo Holdings Inc)

Information Statement. As promptly soon as practicable after the execution date of this Agreement, Stream, in cooperation with the Company, shall Company will prepare and file with the SEC an Information Statement SEC, and the Parent and the Purchaser shall xxxxxx- ate with the Company in such preparation and filing, a prelimi- nary information statement relating to the Voting Proposals pursuant Charter Amendment and use its reasonable best efforts to Regulation 14C under furnish the Exchange Act (the “Information Statement”), which such Information Statement will include all notices and information required to be included by Section 228 of the Delaware General Corporation Law. The Company shall provide all necessary information for inclusion SEC in the Information Statement on a timely basis and shall cooperate in and, after consultation with the preparation of the Information Statement. Stream shall Parent, to respond promptly to any comments of made by the SEC with respect to the preliminary information statement and shall use its commercially reasonable best efforts to have cause a definitive information statement (the "Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement Statement") to be mailed to its the Company's stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SECas soon as practicable. Stream shall The Company will notify the Company promptly upon Parent and the Purchas- er of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements supple- ments to the Information Statement, preliminary information statement and the Informa- tion Statement or for additional information and shall will supply the other Parent and the Purchaser with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the preliminary information statement and the Information StatementStatement or the Merger. Whenever The Company shall give the Parent and the Purchaser and its counsel the opportunity to review the preliminary information statement and the Information Statement prior to its being filed with the SEC and shall give the Parent and the Purchaser and its counsel the opportunity to review all amendments and supplements to the preliminary information state- ment and the Information Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company will cause the Certificate of Amendment to be filed with Secretary of State of Delaware the next business day after all applicable time periods for taking such actions have expired. If at any time prior to the effectiveness of the Charter Amendment there shall occur any event occurs which that is required to be set forth in an amendment or supplement to the Information Statement, Stream or the Company, as the case may be, shall promptly inform the other of Company will prepare and mail to its stockholders such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such an amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SECsupple- ment.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Joseph Littlejohn & Levy Fund Ii Lp)

Information Statement. (a) As promptly soon as practicable after following the execution date of this Agreement, Stream, in cooperation with the Company, Seller shall prepare and file with the SEC an Information Statement relating to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (the “Information Statement”)Act, which such Information Statement will include all notices and information required by Section 228 of the Delaware General Corporation Law. The Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall cooperate in the preparation of the Information Statement. Stream shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to, and shall use its commercially reasonable efforts to have cleared by the SEC, an information statement (such information statement as amended or supplemented from time to time referred to as the "Information Statement") relating to the transactions contemplated by this Agreement. The Information Statement shall comply in all material respects with the Exchange Act and the rules and regulations thereunder. The Information Statement shall not, at the time the Information Statement cleared for mailing as promptly as practicable after such filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement (or any amendment or supplement thereto), is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from filed in final form with the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements first sent to the Information Statement, or for additional information and shall supply the other with copies stockholders of all correspondence between such party or any of its representatives, on the one handSeller, and at the SEC time of the execution and delivery of the Written Consent, contain any untrue statement of a material fact or its staffomit to state a material fact required to be stated therein or necessary in order to make the statement made therein, on in light of the other handcircumstances under which they are made, not misleading, except that no representation or warranty is being made by Seller with respect to any information supplied to Seller in writing by Purchaser specifically for inclusion in the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement Prior to the Information Statement, Stream filing or the Company, as the case may be, shall promptly inform the other distribution of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to the rules and regulations of the SEC. In connection or any other filing with the foregoingany federal or state agency relating hereto, Stream Seller shall give the Company Purchaser and its counsel the an opportunity to review and comment on upon such documents. As soon as practicable, but in any event within seven (7) days after the SEC has cleared the Information Statement prior for mailing to it being filed with the SEC and stockholders, Seller shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to mail the Information StatementStatement and exhibits thereto to its stockholders, providing notice that the Written Consent has been executed and all responses to requests for additional information and replies to comments from delivered that approves the SEC prior to their being filed with, or sent to, the SECtransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Neoware Systems Inc)

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