Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such comments.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (BigBand Networks, Inc.), Agreement and Plan of Merger (3PAR Inc.), Agreement and Plan of Merger (Hewlett Packard Co)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as As promptly as practicable following the filing thereof date of this Agreement, the Company shall prepare and file with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each , and each of the CompanyCompany and Parent shall, Parent and Acquisition Sub or shall promptly correct any information provided cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use such party in connection with the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respectTransactions contemplated hereby. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed consult with the SEC Parent and disseminated to the Company Stockholders, in each case as provide Parent and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide in writing to Parent, Acquisition Sub Parent and their its counsel with a copy or a description of any comments or other communications, whether written or oral, received by the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receiptor any amendment or supplement thereto, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response respond as promptly as practicable to any such comments comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (including a reasonable opportunity ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to review and comment on any such responseof the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to which have become false or misleading in any material respect, then the Company shall give reasonable promptly inform Parent thereof and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or its staff regarding supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such commentsamendment or supplement to the stockholders of the Company.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Aml Communications Inc), Agreement and Plan of Merger (Aml Communications Inc), Agreement and Plan of Merger (Aml Communications Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon As promptly as practicable following after the Appointment Timeconsummation of the Offer and if required by the Exchange Act, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one handSEC, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject promptly thereafter shall mail to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments onstockholders, the Proxy Statement. Each Parent and Merger Sub agree to cooperate with the Company in the preparation of the Proxy Statement and other proxy solicitation materials of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary provide Parent and its counsel with a reasonable opportunity to cause review the draft Proxy Statement, as so corrected, to be Statement each time before it is filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parentfrom Parent and its counsel on such draft(s). The Proxy Statement shall contain the recommendation of the Company's Board of Directors that the Company's stockholders approve and adopt this Agreement and the Merger, Acquisition Sub unless the fiduciary duties of the Company's Board of Directors require that the Board withdraw or adversely alter or modify that recommendation or that the Board recommend against approval and their counsel (adoption. Unless this Agreement is previously terminated in accordance with Section 7.01, the Company shall, if required, submit this Agreement to its stockholders at the Company Meeting, even if the Board of Directors of the Company determines at any time after the date of this Agreement that it being understood is no longer advisable, adversely alters its recommendation or recommends that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)the Company stockholders reject it. The Company shall promptly provide Parent and its counsel in writing to Parentwith any written comments (and orally, Acquisition Sub and their counsel any comments or other communications, whether written or oral, oral comments) that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, the receipt of those comments and the shall consult with (and shall duly consider in good faith any comments of) Parent and its counsel before responding to those comments. The Company shall and its counsel will provide Parent, Acquisition Sub Parent and their its counsel with a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such responseall communications, to which the Company shall give reasonable and good faith consideration to any comments made by Parentif any, Acquisition Sub and their counsel) and to participate in any discussions with the SEC and its staff, including any meetings and telephone conferences relating to the Proxy Statement, this Agreement, the CVR Agreement or its staff regarding any such commentsthe matters or transactions contemplated hereby or thereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the The Company, Parent in cooperation with the Parent, shall use reasonable best efforts to, within 20 calendar days after the date of this Agreement, prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject The Company shall respond to applicable Law, any comments of the SEC or its staff as promptly as practicable. The Company shall use reasonable best efforts to cause the definitive Proxy Statement to be disseminated mailed to its stockholders as promptly as practicable after the Company Stockholders date the SEC staff advises that it has no further comments thereon or, if the SEC does not deliver any such comments on or before the tenth calendar day following the filing of the Proxy Statement or otherwise advise on or before such tenth calendar day that it shall provide comments, as promptly as practicable following such tenth calendar day; provided, however, that the filing thereof with Company shall not be required to mail the SEC and confirmation Proxy Statement prior to the expiration of any Notice Period. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC that it will not comment onor 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 Proxy Statement and shall supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or that it has no additional comments onits staff or any other government officials, on the other hand, with respect to the Proxy Statement. Each of The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents SEC or other representatives for use regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement if and (or any amendment or supplement thereto) or responding to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with comments of the SEC and disseminated to with respect thereto, the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company (i) shall provide Parent, Acquisition Sub and their counsel a reasonable the Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide Parent will furnish in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company in a timely manner the information relating to the Parent and Merger Sub required to be set forth in the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or its counsel may receive from the SEC or its staff with respect supplement to the Proxy Statement Statement, the Parent or the Company, as the case may be, shall promptly after inform the other of such receipt, occurrence and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate cooperate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions filing with the SEC or its staff regarding or any other government officials, and/or mailing to stockholders of the Company, such commentsamendment or supplement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sonus Networks Inc), Agreement and Plan of Merger (Performance Technologies Inc \De\), Agreement and Plan of Merger (Network Equipment Technologies Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon As promptly as practicable following after the Appointment Timeexecution of this Agreement, the Company, in cooperation with Parent, shall prepare and file with the SEC the Proxy Statement. Prior to filing the Proxy Statement or any other filing with the SEC or any other Governmental Entity related to the Merger and the other transactions contemplated by this Agreement (but not including any filing related to a Competing Transaction), the Company shall provide Parent with reasonable opportunity to review and Acquisition Sub comment (in light of the requisite deadline for the filing) on each such filing in advance of its filing with the SEC (and Parent shall jointly prepareuse reasonable efforts to provide comments, if any, as promptly as practicable), and the Company shall file consider and act in good faith with respect to the SEC, incorporation of any changes in such filings reasonably proposed by Parent. The Company shall respond to any comments of the SEC or its staff and shall cause the Proxy Statement for use in connection with to be mailed to its stockholders at the solicitation earliest practicable time after the resolution of proxies any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the Company Stockholders 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 use at amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliatesthe SEC, if applicable)or its staff or any other government officials, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Statement. The Company shall provide Parent, Acquisition Sub and their counsel a use its commercially reasonable opportunity efforts to participate in the formulation of any response to any such comments of cause all documents that it is responsible for filing with the SEC or its staff (including a reasonable opportunity other regulatory authorities under this Section 7.3 to review comply in all material respects with all applicable requirements of Law and comment on the rules and regulations promulgated thereunder. If at any such responsetime prior to the Effective Time, any event occurs, or any information relating to which the Company shall give reasonable and good faith consideration to any comments made by Company, Parent, Acquisition Merger Sub or any of their respective Affiliates, officers or directors should be discovered by the Company, Parent or Merger Sub, which is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing with any Governmental Entity, so that the Proxy Statement or such other filing 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties, and their counsel) and to participate cooperate in any discussions filing with the SEC or its staff regarding or any other government officials, and/or mailing to stockholders of the Company, such commentsamendment or supplement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Motorola Inc), Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Symbol Technologies Inc)
Proxy Statement. (a) If Subject to the Company Stockholders are required under terms and conditions of this Agreement, at the DGCL to adopt this Agreement in order to consummate earliest practicable date after the Mergerdate hereof, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall prepare and, subject to the review and, with respect to information relating to the Parent, Newco, their respective Affiliates or the operation of the Company after the Effective Time, approval of the Parent (which review and approval shall not be unreasonably withheld or delayed), file with the SEC, Commission the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Special Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Lawthe terms and conditions of this Agreement, the Company shall use all reasonable best efforts to cause have the Proxy Statement cleared for mailing by the Commission. Subject to the terms and conditions of this Agreement, promptly after the Commission has approved the Proxy Statement for distribution to the shareholders of the Company, the Company will mail the Proxy Statement to be disseminated the shareholders of the Company entitled to receive it, and will otherwise comply in all material respects with all applicable legal requirements in connection with the vote of shareholders at the Special Meeting. The term "Proxy Statement" as used herein shall mean the proxy statement of the Company for the Special Meeting at the time it is initially mailed, and all amendments or supplements thereto, if any, similarly filed and mailed. Subject to the terms and conditions of this Agreement, the Proxy Statement shall contain the recommendation of the Company Stockholders as promptly as practicable following Board in favor of this Agreement and the filing thereof Merger and the recommendation that the shareholders of the Company vote for the adoption and approval of this Agreement and the Merger. Subject to the terms and conditions of this Agreement, the Company shall use all reasonable efforts to solicit proxies in connection with the SEC vote of shareholders with respect to the Merger and confirmation from the SEC Company shall solicit such proxies in favor of the adoption and approval of this Agreement and the Merger. (b) The Parent and Newco shall, and shall cause their respective Affiliates to, promptly furnish all information, and take such other actions, as may reasonably be requested by the Company in connection with the actions contemplated by this Section 2.2. The Proxy Statement, on the date filed with the Commission and on the date first published, sent or given to the Company's shareholders, 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 statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that it will not comment onthe Company makes no representation or warranty as to any information supplied by the Parent or Newco, or their respective Affiliates, for inclusion in the Proxy Statement or, with respect to information relating to the Parent, Newco, their respective Affiliates or the operation of the Company after the Effective Time, approved by the Parent for inclusion in the Proxy Statement; provided further, however, that it has Parent and Newco make no additional comments on, representation or warranty as to any information not supplied or approved by them for inclusion in the Proxy Statement. Each The Parent and Newco represent and warrant that the information to be supplied or approved by them for inclusion in the Proxy 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 statements therein, in light of the Companycircumstances under which they were made, not misleading. The Company (and the Parent and Acquisition Sub shall promptly correct any Newco, with respect to information provided supplied by it or any of its respective directors, officers, employees, affiliates, agents or other representatives them for use in the Proxy Statement) agrees promptly, and Parent and Newco shall cause their respective Affiliates, to correct the Proxy Statement if and to the extent that such information it shall have become false or misleading in any material respect. The respect and the Company shall take all steps necessary to cause the Proxy Statement, Statement as so corrected, corrected to be filed with the SEC Commission and disseminated mailed to the Company Stockholders, in each case as and Company's shareholders to the extent required by applicable federal securities Laws. The Company shall provide Parent(c) As soon as practicable after the date hereof, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable promptly and good faith consideration to properly prepare and file any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, filings of the Company required under the Exchange Act or its counsel may receive from the SEC any other federal or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such comments.state securities A-6
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marietta Corp), Agreement and Plan of Merger (Marietta Corp), Agreement and Plan of Merger (Marietta Corp)
Proxy Statement. If Company Stockholder Approval is required under the DGCL, then, in accordance with all applicable Laws, the Company Charter and the Company Bylaws, as promptly as practicable after the Share Acceptance Time, the Company shall (ai) If prepare and file with the SEC a proxy statement relating to this Agreement and the Transactions, including the Merger (such proxy statement, as amended or supplemented, the “Proxy Statement”), (ii) subject to Section 6.3(e), include in the Proxy Statement the Company Board Recommendation, (iii) furnish the information required to be provided to the Company Stockholders are required under pursuant to the DGCL and the Exchange Act and (iv) use its reasonable best efforts to adopt solicit from Company Stockholders proxies in favor of the adoption of this Agreement and the approval of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the DGCL and any other applicable Law and the Company Charter and Company Bylaws (if applicable) to effect the Merger. The Parent will provide the Company with any information which may be required in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with effectuate the preparation and filing with the SEC of the Proxy Statement. Subject Statement pursuant to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicablethis Section 2.3(b). The Company shall provide in writing to Parent, Acquisition Sub and their counsel will notify the Parent promptly upon the receipt of any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff in connection with respect the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement promptly after such receiptStatement, and the Company shall provide Parent, Acquisition Sub will promptly inform the Parent of such occurrence and their counsel a reasonable opportunity to participate cooperate in the formulation of any response to any such comments of filing with the SEC or its staff staff, and/or mailing to Company Stockholders, such amendment or supplement. The Company shall cooperate and provide the Parent (including and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such responsewith the SEC, and will provide the Parent with a copy of all such filings made with the SEC. If at any time prior to which the Special Meeting any fact or event relating to the Parent or the Purchaser or any of their Affiliates that is required by Law to be set forth in an amendment or supplement to the Proxy Statement should occur or be discovered by the Parent or the Purchaser, the Parent or the Purchaser shall, promptly after becoming aware thereof, inform the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC of such fact or its staff regarding any such commentsevent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (COV Delaware Corp), Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Covidien PLC)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, As promptly as soon as reasonably practicable following the Appointment Timedate of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, Parent and Acquisition will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub shall jointly prepareInc., and Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall file with promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC, ) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement for use in connection and shall provide Parent with the solicitation copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyits Representatives, on the one hand, and Parent and Acquisition Sub the SEC (and their respective Affiliates, if applicableor the staff of the SEC), on the other hand, as . If the other may reasonably request in connection with the preparation and filing with Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement. Subject to applicable Law, (i) each of the Company parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be disseminated mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable following after the filing thereof with date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC and confirmation from the SEC confirms that it will not comment onreview, or that it has no additional further comments onon the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. Each of the CompanyNo filing of, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directorsamendment or supplement to, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and or any response to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with comment from the SEC and disseminated to with respect thereto shall be made by the Company Stockholderswithout the written approval of Parent (which shall not be unreasonably withheld, in each case as conditioned or delayed), and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub Parent and their its counsel a reasonable opportunity to review and comment on thereon. In accordance with the Proxy Statement prior Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the filing thereof with the SEC, last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company shall give reasonable Stockholder Meeting”) and good faith consideration (y) mail to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon the holders of Company Common Stock as soon as reasonably practicable)of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall provide use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in writing any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, Acquisition Sub in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and their counsel any comments (y) three (3) Business Days before the End Date. Unless the Special Committee or other communicationsthe Company Board, whether written or oralacting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company or shall use its counsel may receive reasonable best efforts to solicit proxies from the SEC or its staff with respect Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the Proxy Statement promptly after such receiptcontrary contained in this Agreement, and the Company shall provide Parentnot be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to not hold or convene its 2024 annual meeting of stockholders or any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with other meeting of stockholders other than the SEC or its staff regarding any such commentsCompany Stockholder Meeting.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Rithm Capital Corp.)
Proxy Statement. If (a) If the approval of this Agreement by the Company’s shareholders is required by Law, then the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Mergershall, at Parent’s request, as soon as practicable following the Appointment Timeexpiration of the Offer, or (b) the CompanyPublication Date does not occur on or prior to November 17, Parent and Acquisition Sub shall jointly prepare2006, and then the Company shall promptly thereafter, prepare and file with the SEC, SEC the Proxy Statement for use to be sent to the shareholders of the Company in connection with the Shareholders Meeting and other solicitation materials of proxies Parent and the Company constituting a part thereof and related documents. Parent, Merger Sub and the Company will cooperate and consult with each other and their respective counsel in the preparation of the Proxy Statement and the related materials. 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 Proxy Statement. The Company shall not file the preliminary Proxy Statement or any related materials, or any amendment or supplement thereto, without (i) providing the Parent a reasonable opportunity to review and comment thereon and (ii) including therein any comments reasonably proposed by Parent. Each party shall use its reasonable best 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 Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and 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 Proxy Statement. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy 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 Company Stockholders SEC with respect to the Proxy Statement and any request by the SEC for use at any amendment to the Company Stockholder Meeting. The Company, Parent Proxy Statement or for additional information and Acquisition Sub, as the case may be, shall furnish (ii) provide each other party with copies of all information concerning the Companycorrespondence between a party and its employees and other authorized representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsStatement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jaharis Mary), Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Kos Pharmaceuticals Inc)
Proxy Statement. (a) If As promptly as practicable after the Company Stockholders are required under the DGCL to adopt execution of this Agreement but in order to consummate the Mergerany event no later than November 28, as soon as practicable following the Appointment Time2003, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall prepare and file with the SEC a proxy statement relating to the meeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”). In addition, the Company shall prepare and file with the SEC, any Other Filings as and when required or requested by the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder MeetingSEC. The Company, after consultation with Parent, will use all reasonable efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement and any Other Filings. Parent and Acquisition Sub, as the case may be, shall furnish all information concerning it and the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, holders of its capital stock as the other Company may reasonably request in connection with such actions and the preparation and filing with the SEC of the Proxy StatementStatement and any Other Filings. Subject to applicable LawAs promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use reasonable best efforts to cause mail the Proxy Statement to be disseminated its stockholders. The Proxy Statement shall (subject to the Company Stockholders as promptly as practicable following last sentence of Section 5.6.3 hereof) include the filing thereof with recommendation of the SEC Receiver that adoption of the Merger Agreement by the Company’s stockholders is advisable and confirmation from that the SEC Receiver has determined that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each Merger is fair and in the best interests of the Company’s stockholders. Subject to the last sentence of Section 5.6.3 hereof, Parent and Acquisition Sub shall promptly correct any information provided by it no amendment or any supplement (other than pursuant to Rule 425 of its respective directors, officers, employees, affiliates, agents or other representatives for use the Securities Act with respect to releases made in compliance with Section 5.9 of this Agreement) to the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to Other Filings will be filed with the SEC and disseminated to made by the Company Stockholders, in each case as and to without the extent required by applicable Laws. The Company approval of Parent (which approval shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicablenot be unreasonably withheld or delayed). The Company shall provide in writing to will advise Parent, Acquisition Sub and their counsel promptly after it receives notice thereof, of any comments or other communications, whether written or oral, the Company or its counsel may receive from request by the SEC for amendment of the Proxy Statement or its staff with respect any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, Parent shall promptly after such receiptinform the Company. If at any time prior to the Effective Time, and any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, the Company shall provide promptly inform Parent, Acquisition Sub . All documents that the Company is responsible for filing in connection with the transactions contemplated herein will comply as to form and their counsel a reasonable opportunity to participate substance in all material respects with the formulation of any response to any such comments applicable requirements of the SEC or its staff (including a reasonable opportunity to review Exchange Act, the rules and comment on any such response, to which the Company shall give reasonable regulations thereunder and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsother applicable Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Medical Device Alliance Inc), Agreement and Plan of Merger (Arthrocare Corp)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon As promptly as practicable following after the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation date of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Lawthis Agreement, the Company shall use reasonable best efforts to cause prepare the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that cause it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated SEC. Prior to the Company Stockholdersfiling of the Proxy Statement, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel give Parent a reasonable opportunity to review and comment on the Proxy Statement prior to the in advance of filing thereof with the SEC, and the Company shall give reasonable and consider in good faith consideration to any the comments made reasonably proposed by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing use its reasonable best efforts to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to cause the Proxy Statement and any amendment or supplement thereto or restatement thereof to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff and to have the Proxy Statement cleared under the Exchange Act as promptly as practicable after it is filed with the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the date of this Agreement, and shall cause each applicable amendment or supplement thereto or restatement thereof to be mailed to the Company’s stockholders as promptly as practicable after the date of the Amendment. Parent shall promptly furnish to the Company all information concerning Parent that may be required or reasonably requested in connection with the preparation of the Proxy Statement or any amendment or supplement thereto or restatement thereof. If any event relating to Parent or its Subsidiaries occurs, or if Parent becomes aware of any information, that should be disclosed in an amendment or supplement to, or restatement of, the Proxy Statement, then Parent shall promptly inform the Company thereof and shall cooperate with the Company in filing such amendment, supplement or restatement with the SEC. The Company will notify Parent promptly upon the receipt of any written or oral comments from the SEC or its staff in connection with the filing of, amendments or supplements to, or restatements of, the Proxy Statement. The Company shall promptly prepare and cause to be filed with the SEC any required amendment or supplement to, or restatement of, the Proxy Statement and use its reasonable best efforts to have any such amendment, supplement or restatement cleared under the Exchange Act as promptly as practicable after it is filed with the SEC. The Company shall (including a) cooperate with Parent and provide Parent (and Parent’s counsel) with a reasonable opportunity to review and comment on any such responseon, to which the Company shall give reasonable and good faith consideration to any comments made by have Parent, Acquisition Sub and their counsel) and to participate in any discussions ’s Representatives meet with the SEC Company’s Representatives to discuss, any amendment or its staff regarding any supplement to, or restatement of, the Proxy Statement prior to filing such commentsamendment, supplement or restatement with the SEC, (ii) take into account all reasonable comments provided by Parent on such amendment, supplement or restatement, and (iii) provide Parent with a copy of all such filings made with the SEC.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Foundry Networks Inc), Agreement and Plan of Merger (Foundry Networks Inc), Agreement and Plan of Merger (Brocade Communications Systems Inc)
Proxy Statement. Any proxy statement filed with the SEC (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Timeand any amendments or supplements thereto, the Company, Parent and Acquisition Sub “Proxy Statement”) for its annual meeting of stockholders with respect to its 2012 fiscal year (the “2012 Annual General Meeting”) shall jointly prepare, and seek only approval of the Company shall file matters included in the Issuer’s preliminary proxy statement filed with the SECSEC on February 28, 2013. Prior to filing any amendment to the Proxy Statement for use or any other filing with the SEC in connection with the solicitation of proxies from 2012 Annual General Meeting, the Company Stockholders for use at Issuer will provide drafts thereof to the Company Stockholder MeetingInvestor, will give the Investor a reasonable time to review and comment thereon and will consider in good faith any comments made by the Investor. The Company, Parent Proxy Statement and Acquisition Sub, any such other filings shall comply as to form in all material respects with the case may be, applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder and shall furnish all information concerning the Companynot, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC date it is first mailed to stockholders of the Proxy Statement. Subject Issuer and at the time of the 2012 Annual General Meeting, contain any untrue statement of material fact or omit to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement state any material fact required to be disseminated stated therein or necessary in order to make the Company Stockholders statements therein, in light of the circumstances in which they are made, not misleading. The Issuer shall, as promptly as practicable following the filing after receipt thereof with the SEC (and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause event within two (2) Business Days), provide the Proxy Statement, as so corrected, to be filed with Investor copies of any written comments and advise the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to Investor of any oral comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement received from the SEC. If at any time prior to the 2012 Annual General Meeting, (a) any Event occurs with respect to the Parties hereto or any of their respective Affiliates, officers or directors, which is required to be set forth in an amendment of, or supplement to, the Proxy Statement or (b) any information relating to the Parties hereto, or any of their respective Affiliates, officers or directors, should be discovered by a Party which should be set forth in an amendment of, or supplement to, the Proxy Statement so that such document would not include 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 Issuer shall file as promptly after as practicable with the SEC an amendment of or supplement to the Proxy Statement and, as required by Law, disseminate the information contained in such receiptamendment or supplement to the stockholders of the Issuer; provided, and that prior to filing any such amendment or supplement, the Company shall Issuer will provide Parentdrafts thereof to the Investor, Acquisition Sub and their counsel will give the Investor a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity time to review and comment on any such response, to which the Company shall give reasonable thereon and will consider in good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsInvestor.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Roust Trading Ltd.), Securities Purchase Agreement (Roust Trading Ltd.), Securities Purchase Agreement (Central European Distribution Corp)
Proxy Statement. (a) If If, following the Company Stockholders are Tender Completion Time, the adoption and approval of this Agreement by the holders of Shares is required under the DGCL to adopt this Agreement MBCA in order to consummate the Merger, then in accordance with applicable Law, the Company shall use commercially reasonable best efforts to, as soon as practicable following the Appointment Tender Completion Time, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Parent and Acquisition Sub shall jointly prepare, and use all commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall file with notify Parent promptly of the SEC, receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for use in connection additional information and shall supply Parent with the solicitation copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of respect to the Proxy Statement. Subject If at any time prior to applicable Lawreceipt of the adoption and approval of this Agreement by the required vote of the holders of the outstanding Shares (the “Company Shareholder Approval”) there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall use commercially reasonable effort to promptly prepare and mail to its shareholders such an amendment or supplement to the extent required by applicable Law. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use all commercially reasonable best efforts to cause the Proxy Statement to be disseminated mailed to the Company Stockholders Company’s shareholders as promptly as practicable following the after filing thereof with the SEC SEC. Subject to the terms and confirmation from the SEC that it will not comment on, or that it has no additional comments onconditions of this Agreement, the Proxy Statement. Each Statement shall contain the recommendation of the CompanyCompany Board of Directors in favor of the Merger. For purposes of this Agreement, Parent the term “Tender Completion Time” means the latest to occur of (x) the Acceptance Time, (y) the closing of the purchase of the Top-Up Shares or the failure by Sub to exercise the Top-Up Option during the exercise period provided in Section 1.10 and Acquisition Sub shall promptly correct any information provided (z) if at least one subsequent offering period is commenced by it or any Sub, the expiration of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and last subsequent offering period related to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsOffer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Somanetics Corp), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Somanetics Corp)
Proxy Statement. (a) If the The Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Mergerwill, as soon as reasonably practicable following the Appointment Timedate of this Agreement, and in any event within 25 Business Days, prepare and file with the Company, Parent and Acquisition Sub shall jointly prepareSEC the Proxy Statement in preliminary form, and the Company shall file will use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto. The Company will notify Parent promptly (and in any case no later than 24 hours) of the SEC, receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for use in connection additional information and will supply Parent with the solicitation copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its Representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of respect to the Proxy Statement. Subject If at any time prior to applicable Law, receipt of the Company shall use reasonable best efforts Requisite Vote there will occur any event that should be set forth in an amendment or supplement to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct including correcting any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have has become false or misleading in any material respect, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall take all steps necessary Parent and its counsel will be given a reasonable opportunity to cause review the Proxy Statement, as so corrected, to be Statement before it is filed with the SEC and disseminated to the Company Stockholderswill give due consideration to all reasonable additions, in each case as deletions, or changes thereto suggested by Parent and to the extent required by applicable Lawsits counsel. The Company shall provide Parentwill (a) establish a record date, Acquisition Sub (b) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and their counsel a reasonable opportunity to review and comment on (c) thereafter commence mailing the Proxy Statement prior to the Company’s shareholders as promptly as practicable after (i) the first Business Day after the date that is 10 calendar days after filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after in preliminary form if, prior to such receiptdate, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC does not provide comments or its staff indicates that it does not plan to provide comments or (including a reasonable opportunity to review and comment ii) the date on any such response, to which the Company shall give reasonable and good faith consideration to any comments made have been informed by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsthat it has no further comments on the document. Subject to the terms and conditions of this Agreement, the Proxy Statement will include the Company Board Recommendation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Seagen Inc.)
Proxy Statement. (a) If As promptly as practicable after execution of this Agreement, the Company Stockholders are required shall prepare the Proxy Statement, file it with the SEC under the DGCL Exchange Act, and use all reasonable efforts to adopt this Agreement have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in order to consummate the Merger, as soon as practicable following preparation of the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepareProxy Statement, and the Company shall file notify Parent of the receipt of any comments of the SEC with the SEC, respect to the Proxy Statement and of any requests by the SEC for use in connection with the solicitation any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of proxies from all correspondence between the Company Stockholders for use at or any representative of the Company Stockholder Meetingand the SEC. The Company, Company shall give Parent and Acquisition Sub, as its counsel the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject opportunity to applicable Law, the Company shall use reasonable best efforts to cause review the Proxy Statement prior to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof its being filed with the SEC and confirmation from shall give Parent and its counsel the SEC that it will not comment onopportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or that it has no additional comments onsent to, the Proxy StatementSEC. Each of the Company, Parent and Acquisition Sub Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. Prior to the date of approval of the Merger by the Company's stockholders, each of the Company, Parent and Merger Subsidiary shall correct promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use to be used specifically in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The respect and the Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholdersstockholders of the Company, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentslaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Browning Ferris Industries Inc), Agreement and Plan of Merger (Mirage Resorts Inc), Agreement and Plan of Merger (Allied Waste Industries Inc)
Proxy Statement. (a) If As promptly as reasonably practicable after the Company Stockholders are Offer Closing, if the approval of this Agreement by the Company’s shareholders is required under the DGCL to adopt this Agreement applicable Law in order to consummate effect the Merger, as soon as practicable following the Appointment Time, Company shall prepare the Company, Parent Proxy Statement and Acquisition Sub shall jointly preparefile it with the SEC, and the Company and Parent shall file cooperate with the SEC, the Proxy Statement for use each other in connection with the solicitation preparation of proxies the foregoing. The Company shall use reasonable best efforts to respond as promptly as practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement and shall cause the Proxy Statement to be mailed to its shareholders as promptly as reasonably practicable after the resolution of any such comments. The Company Stockholders shall notify Parent 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 use at amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its Representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliatesthe SEC, if applicable)or its staff or any other government officials, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of respect to the Proxy Statement. Subject to applicable Law, the The Company shall use reasonable best efforts to cause not file the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing or any amendments thereof with the SEC and confirmation from the SEC that it will without Parent’s prior written consent, such consent not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed unreasonably withheld, conditioned or delayed, with the SEC and disseminated respect to the Company Stockholders, in each case as and disclosures relating to the extent required by applicable Laws. The Company shall provide Parent or without otherwise providing Parent, Acquisition Merger Sub and their counsel a reasonable opportunity to review and comment propose comments on the Proxy Statement prior to the filing thereof with the SEC, or such amendments (and the Company shall in good faith give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicablesuch comments). The Company shall provide not have or participate in any meetings or discussions with any Governmental Entity regarding the Proxy Statement without first consulting with Parent. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Company in writing upon request any and all information relating to Parentit as may be required to be set forth in the Proxy Statement under applicable Law. Parent agrees that such information supplied by or on behalf of Parent or Merger Sub in writing for inclusion (or incorporation by reference) in the Proxy Statement shall not, Acquisition Sub and their counsel any comments or other communications, whether written or oral, on the date it is first mailed to shareholders of the Company and at the time of the Shareholders Meeting or its counsel may receive from filed with the SEC (as applicable), contain any untrue statement of a material fact or its staff 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. The Company agrees that the Proxy Statement (i) shall not, on the date it is first mailed to shareholders of the Company and at the time of the Shareholders Meeting, 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; provided that the foregoing shall not apply with respect to information contained or incorporated by reference in the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition supplied by or on behalf of Parent or Merger Sub and their counsel a reasonable opportunity to participate for inclusion (or incorporation by reference) in the formulation of any response Proxy Statement and (ii) shall comply as to any such comments form in all material respects with the applicable requirements of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsExchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Campbell Thomas J), Agreement and Plan of Merger (Michael Baker Corp), Agreement and Plan of Merger (Michael Baker Corp)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as practicable following the Appointment Timeand in any event no later than 30 days after execution of this Agreement, the CompanyCompany shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent Parent, Acquiror and Acquisition Sub the Company shall jointly preparecooperate with each other in the preparation of the Proxy Statement, and the Company shall file notify Acquiror of the receipt of any comments of the SEC with the SEC, respect to the Proxy Statement and of any requests by the SEC for use in connection with the solicitation any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of proxies from all correspondence between the Company Stockholders for use at or any representative of the Company Stockholder Meetingand the SEC. The Company, Parent Company shall give Acquiror and Acquisition Sub, as its counsel the case may be, shall furnish all information concerning the Company, opportunity to review and comment on the one hand, Proxy Statement and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the any other hand, as the other may reasonably request in connection with the preparation and filing documents filed with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated or mailed to the Company Stockholders as promptly as practicable following the filing thereof with prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and confirmation from shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC that it will not comment onor mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or that it has no additional comments onsent to, the Proxy StatementSEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquisition Sub Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use and used in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The , and the Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cb Richard Ellis Corporate Facilities Management Inc), Agreement and Plan of Merger (Cbre Holding Inc), Agreement and Plan of Merger (Insignia Financial Group Inc /De/)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as practicable following the Appointment Timedate of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement with respect to the Company Shareholders Meeting. The Company will mail the Proxy Statement to the Company’s shareholders as of the record date established for the Company Shareholders Meeting as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall include, Parent and Acquisition Sub shall jointly prepareexcept to the extent provided in Section 6.3, the text of this Agreement and the Company shall file with the SEC, Board Recommendation in the Proxy Statement for use in connection with the solicitation Statement. Each of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, and Parent and Acquisition Sub, as the case may be, shall furnish all information concerning itself and its Affiliates that is required to be included in the CompanyProxy Statement or that is customarily included in proxy statements prepared in connection with transactions similar to the Merger Transactions. The Company shall provide Parent with a copy of the preliminary Proxy Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with Parent in connection therewith. The Company will inform Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments (written or oral) thereon or requests by the SEC for additional information, will consult with Parent prior to responding (in writing or orally) to any such comments or request or filing any amendment or supplement to the Proxy Statement and will furnish to Parent copies of all correspondence between the Company or any of its Representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject respect to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as the Merger Transactions or any other filings in connection herewith or therewith and will consult with Parent in connection therewith. If at any time prior to the Merger Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which, pursuant to the Securities Act or the Exchange Act, should be set forth in an amendment or supplement to the Proxy Statement, so correctedthat any of the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, to 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 an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the Company Stockholdersand, in each case as and to the extent required by any applicable Laws. The Company shall provide ParentLegal Requirements, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior disseminated to the filing thereof with shareholders of the SEC, and Company. All documents that each of the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions Parent is responsible for filing with the SEC or its staff regarding any such commentsin connection with the Merger Transactions will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the New York Stock Exchange (the “NYSE”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Inland American Real Estate Trust, Inc.), Agreement and Plan of Merger (Winston Hotels Inc), Agreement and Plan of Merger (Winston Hotels Inc)
Proxy Statement. (a) If approval of the Company Stockholders are Company’s stockholders is required under the DGCL to adopt this Agreement in order by applicable Law to consummate the Merger, as soon as practicable promptly following consummation of the Appointment TimeOffer, the CompanyCompany shall, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SECassistance and approval of Parent, file the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of under the Proxy Statement. Subject to applicable LawExchange Act, the Company and shall use its reasonable best efforts to cause have the Proxy Statement to be disseminated to cleared by the Company Stockholders SEC as promptly as practicable following practicable. Parent and Purchaser, respectively, shall each promptly furnish the filing thereof with Company, in writing, all information concerning Parent and Purchaser that may be required by applicable securities Laws or reasonably requested by the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, Company for inclusion in the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall Purchaser agrees to correct promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information which shall have become false or misleading in any material respect. The Parent, Purchaser and the Company shall take all steps necessary to cause cooperate with each other in the preparation of the Proxy Statement, as so corrected, to be filed with and the Company shall notify Parent of the receipt of any comments of the SEC and disseminated with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company Stockholders, in each case as or any representative of the Company and to the extent required by applicable LawsSEC with respect thereto. The Company shall provide Parent, Acquisition Sub give Parent and their its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and supplements thereto, prior to the filing thereof such documents being filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or disseminated to holders of Shares and shall give Parent and its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such responseall responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other parties hereto, to which respond promptly to all such comments of and requests by the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) SEC and to participate in any discussions with cause the SEC or its staff regarding any such commentsProxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Genesis Microchip Inc /De), Agreement and Plan of Merger (Genesis Microchip Inc /De), Agreement and Plan of Merger (Stmicroelectronics Nv)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the MergerNo later than January 25, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law2021, the Company shall use reasonable best efforts to prepare and cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, Proxy Statement in each case as and to the extent required by applicable Lawspreliminary form. The Company shall consult with Parent and provide Parent, Acquisition Sub Parent and their its counsel a reasonable opportunity to review and comment on the Proxy Statement prior in preliminary and definitive form and any amendment or supplement thereto and any additional soliciting material in connection therewith (and to the filing thereof with the SEC, review and the Company shall give reasonable and good faith consideration to comment on any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review on the Proxy Statement or any amendment or supplement thereto or any additional soliciting material in connection therewith), and comment on any such response, to which the Company shall give reasonable and reasonably consider in good faith consideration to any all comments made by Parent, Acquisition Sub prior to the filing thereof. Parent shall as promptly as reasonably practicable furnish to the Company any and their counselall information relating to the Parent and its Affiliates that is required or reasonably requested by the Company to be included in the Proxy Statement, including any information required by the Exchange Act and the rules and regulations thereunder. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws. If, prior to the expiration of the ten (10)-day waiting period provided in Rule 14a-6 under the Exchange Act, the Company does not receive either comments from the SEC on the preliminary Proxy Statement or notice from the SEC that it will review the preliminary Proxy Statement, then the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable, and in no event later than four (4) Business Days, after the expiration of such waiting period. The Company shall (i) promptly notify Parent and its legal counsel after notification from the SEC that it will review the preliminary Proxy Statement and upon receipt of any comments from the SEC with respect to the Proxy Statement or any amendment or supplement thereto or any additional soliciting material in connection therewith, (ii) promptly provide Parent and its legal counsel with a copy of any correspondence received by the Company or its legal counsel from the SEC with respect to the Proxy Statement or any amendment or supplement thereto, (iii) to the extent reasonably practicable, permit Parent and its legal counsel to participate in any discussions all communications with the SEC (including all meetings and telephone conferences with the staff of the SEC) relating to the Proxy Statement or its staff regarding any amendment or supplement thereto, and (iv) respond promptly to any such commentscomments from the SEC. If the SEC reviews the preliminary Proxy Statement, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable, and in no event later than four (4) Business Days, after the SEC notifies the Company that the SEC has no further comments on the Proxy Statement. If the Company becomes aware of any information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy 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 statements therein, in light of the circumstances under which they are made, not misleading, so that the Proxy Statement otherwise complies as to form with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, or otherwise so that the Proxy Statement complies with all applicable rules and regulations of the SEC and all other applicable Laws, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the Company’s stockholders.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable Promptly following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation date of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Lawthis Agreement, the Company and Parent shall, except as otherwise provided for herein, cooperate in preparing a proxy statement or information statement that meets the requirements of the Exchange Act (together with any amendments thereof or supplements thereto, the "Proxy Statement") to seek the approval and adoption of this Agreement and the Merger by the Company's stockholders. The Company shall use its commercially reasonable best efforts to cause the Proxy Statement to be disseminated mailed to the Company Stockholders Company's stockholders as promptly as practicable following the filing thereof with the SEC reasonably practicable. The Company and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly each agrees to correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respectmisleading. The Company shall take all steps necessary will promptly notify Parent of the receipt of any comments from the SEC and any request by the SEC for any amendment to cause the Proxy Statement or for additional information. All filings with the SEC, including the Proxy Statement, as so correctedand all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by Parent, and shall be reasonably acceptable to Parent. Parent will furnish (or cause to be filed with the SEC and disseminated furnished) to the Company Stockholders, in each case as the information relating to it and to the extent its Affiliates and FPSH and its Affiliates required by applicable Lawsthe Exchange Act to be set forth in the Proxy Statement. The Company shall provide Parentagrees to use its commercially reasonable efforts, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof after consultation with the SECother parties hereto, and the Company shall give reasonable and good faith consideration to respond promptly to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after and any preliminary version thereof filed by it and cause such receiptProxy Statement to be mailed to the Company's stockholders at the earliest practicable time. Subject to Section 6.10, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate include in the formulation of any response to any such comments Proxy Statement the recommendation of the SEC or its staff (including a reasonable opportunity to review Special Committee and comment on any such response, to which the recommendation of the Company shall give reasonable Board that the Company's stockholders vote in favor of the approval and good faith consideration to any comments made by Parentadoption of this Agreement and the Merger (as the same may be amended, Acquisition Sub and their counsel) and to participate modified or withdrawn in any discussions accordance with the SEC or its staff regarding any such commentsSection 6.10).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Agreement and Plan of Merger (Seminis Inc)
Proxy Statement. (a) If the The Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Mergerwill, as soon as practicable following the Appointment Timedate of this Agreement and in any event within sixty (60) calendar days after the date of this Agreement, prepare and file with the Company, Parent and Acquisition Sub shall jointly prepareSEC the Proxy Statement in preliminary form, and the Company shall file will use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company will notify Parent promptly (and in any case no later than twenty-four (24) hours) of the SEC, receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for use in connection additional information and will supply Parent with the solicitation copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its Representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of respect to the Proxy Statement. Subject If at any time prior to applicable Law, receipt of the Company shall use reasonable best efforts Requisite Vote there will occur any event that should be set forth in an amendment or supplement to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct including correcting any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have has become false or misleading in any material respect, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall take all steps necessary Parent and their counsel will be given a reasonable opportunity to cause review the Proxy Statement, as so corrected, to be Statement before it is filed with the SEC and disseminated to the Company Stockholderswill give due consideration to all reasonable additions, in each case as deletions, or changes thereto suggested by Parent and to the extent required by applicable Lawsits counsel. The Company shall provide Parentwill (i) establish a record date, Acquisition Sub (ii) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and their counsel a reasonable opportunity to review and comment on (iii) thereafter commence mailing the Proxy Statement prior to the Company’s shareholders as promptly as practicable after filing thereof with the SEC, and and, in any event, either (a) the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel third business day after the date that is ten (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to 10) calendar days after filing the Proxy Statement promptly after in preliminary form if, prior to such receiptdate, the SEC does not provide comments or indicates that it does not plan to provide comments or (b) within three (3) business days of being informed by the SEC staff that it has no further comments on the document. Subject to the terms and conditions of this Agreement, the Proxy Statement will include the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsBoard Recommendation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Research Ltd.), Agreement and Plan of Merger (Biohaven Pharmaceutical Holding Co Ltd.)
Proxy Statement. (a) If As promptly as practicable after the Company execution of this Agreement, ASC and MeriStar shall jointly prepare and file with the SEC a single document that will constitute (i) the proxy statement of MeriStar relating to the special meeting of MeriStar's stockholders (the "MeriStar Stockholders are required Meeting") to be held to consider approval and adoption of the MeriStar Proposals, (ii) the proxy statement of ASC relating to the special meeting of ASC's stockholders (the "ASC Stockholders Meeting") to be held to consider approval of the ASC Proposals and (iii) the registration statement on Form S-4 of ASC (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the DGCL Securities Act of ASC Common Stock to adopt this Agreement be issued to the stockholders of MeriStar in order to consummate connection with the MergerMerger and the prospectus included in the Registration Statement (such single document, as soon as practicable following the Appointment Timetogether with any amendments thereof or supplements thereto, the Company, Parent and Acquisition Sub shall jointly prepare, and "Proxy Statement"). Substantially contemporaneously with the Company shall file filing of the Proxy Statement with the SEC, copies of the Proxy Statement for shall be provided to the NYSE. ASC and MeriStar each shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "Registration Statement Effective Date"), ASC shall take all or any reasonable action required under any applicable Law in connection with the solicitation issuance of proxies from ASC Common Stock pursuant to the Company Stockholders for use at the Company Stockholder MeetingMerger. The Company, Parent and Acquisition SubASC or MeriStar, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, ASC or MeriStar as the other party may reasonably request in connection with such actions and the preparation and filing with the SEC of the Proxy Statement. Subject to applicable LawAs promptly as practicable after the Registration Statement Effective Date, the Company Proxy Statement and all associated materials (collectively, the "Proxy Materials") will be mailed to the stockholders of ASC and MeriStar. ASC and MeriStar shall use reasonable best efforts to cause the Proxy Statement to be disseminated comply as to the Company Stockholders as promptly as practicable following the filing thereof form and substance in all material respects with the SEC applicable requirements of (i) the Exchange Act, including Sections 14(a) and confirmation from 14(d) thereof, (ii) the SEC that it will not comment onSecurities Act, or that it has no additional comments on, (iii) the Proxy Statement. Each rules and regulations of the Company, Parent NYSE and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in (iv) the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsDGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Meristar Hotels & Resorts Inc), Agreement and Plan of Merger (Oak Hill Capital Partners L P), Agreement and Plan of Merger (American Skiing Co /Me)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the The Company shall (i) no later than fifteen (15) Business Days after the date of this Agreement, prepare and file with the SECSEC a proxy statement relating to the Company Shareholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”), (ii) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to such filings, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments and (iv) use its reasonable best efforts to have cleared by the staff of the SEC the Proxy Statement and thereafter mail to its shareholders such Proxy Statement within three (3) Business Days, and (v) to the extent required by applicable Law, promptly file and mail to the Company shareholders any supplement or amendment to the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for use in connection amendments or supplements to the Proxy Statement, shall consult with Parent and provide Parent with the solicitation opportunity to review and comment upon any response to such comments or requests prior to responding to any such comments or request and shall reasonably consider Parent’s comments in good faith, and shall provide Parent promptly with copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyits Representatives, on the one hand, and Parent the SEC and Acquisition Sub (and their respective Affiliates, if applicable)its staff, on the other hand, as . Parent shall cooperate with the other may reasonably request Company in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, including promptly furnishing the Company shall use reasonable best efforts to cause the Proxy Statement upon request with any and all information as may be reasonably required to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use set forth in the Proxy Statement if and to under the extent that such information shall have become false or misleading in any material respectExchange Act. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall will provide Parent, Acquisition Sub and their counsel Parent a reasonable opportunity to review and comment on upon the Proxy Statement Statement, or any amendments or supplements thereto, prior to filing the filing thereof same with the SEC, and the Company shall give reasonable and reasonably consider Parent’s comments in good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsfaith.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Financial Group Inc), Agreement and Plan of Merger (National Interstate CORP), Agreement and Plan of Merger (American Financial Group Inc)
Proxy Statement. (a) If As promptly as reasonably practicable after the Company Stockholders are required under execution of this Agreement, and in any event not later than 30 calendar days from the DGCL to adopt date of this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time(unless otherwise requested by Parent), the Company, Parent in consultation with Parent, shall prepare and Acquisition Sub shall jointly preparefile a preliminary Proxy Statement with the SEC. As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the Company shall file definitive, Proxy Statement with the SEC, . The Company will notify Parent promptly upon the Proxy Statement for use receipt of any comments from the SEC or its staff in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Companyfiling of, Parent and Acquisition Subor amendments or supplements to, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement, and shall promptly provide to Parent copies of such comments and other correspondence from the SEC or its staff. Subject Whenever any event occurs that is required to applicable Lawbe set forth in an amendment or supplement to the Proxy Statement, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof inform Parent of such occurrence and shall, in consultation with Parent, file with the SEC and confirmation from the SEC that it will not comment onor its staff, or that it has no additional comments on, the Proxy Statement. Each and/or mail to stockholders of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it such amendment or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Lawssupplement. The Company shall provide Parent, Acquisition Sub Parent (and their counsel its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Proxy Statement prior to the filing thereof such with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing take into good faith consideration all of Parent’s reasonable comments to Parenteach version of, Acquisition Sub and their counsel any comments or other communications, whether written amendment or oralsupplement to, the Proxy Statement. The Company or its counsel may receive from will provide Parent with a copy of all such filings made with the SEC or its staff with respect to SEC. The Company will promptly cause the Proxy Statement promptly to be mailed to its stockholders at the earliest practicable time after such receiptthe definitive Proxy Statement is filed with the SEC. Subject to Section 6.5(e), the Proxy Statement shall contain the unqualified recommendation of the Company’s Board of Directors that the Company’s stockholders vote in favor of the approval and adoption of this Agreement and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Andrx Corp /De/)
Proxy Statement. (a) If As promptly as practicable after the execution of this Agreement, the Company Stockholders are required shall file a preliminary proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (such proxy statement together with, as the context dictates, any ancillary documents to be sent to such stockholders, each as amended or supplemented, being referred to herein as the “Proxy Statement”) with the SEC under the DGCL Exchange Act, and shall use its commercially reasonable efforts to adopt this Agreement have the Proxy Statement cleared by the SEC as promptly as practicable. Parent, Merger Sub and the Company shall cooperate with each other in order to consummate the Merger, as soon as practicable following preparation of the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepareProxy Statement, and the Company shall file notify Parent of the receipt of any comments of the SEC with the SEC, respect to the Proxy Statement and of any requests by the SEC for use in connection with the solicitation any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of proxies from all correspondence between the Company Stockholders for use at or any representative of the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respectrespect thereto. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC give Parent and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and supplements thereto, prior to the filing thereof such documents being filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect disseminated to the Proxy Statement promptly after such receiptholders of shares of Company Common Stock, and the Company shall provide Parent, Acquisition Sub give Parent and their its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such responseall responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to which respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Company Common Stock entitled to vote at the Stockholders’ Meeting at the earliest reasonably practicable time. Parent shall, and shall cause its affiliates to, cooperate with the Company shall give reasonable and good faith consideration to in the preparation of the Proxy Statement or any comments made amendment or supplement thereto, including supplying information for inclusion or incorporation by Parent, Acquisition Sub and their counsel) and to participate reference in any discussions with the Proxy Statement or filing information required by the Exchange Act or requested by the SEC or its staff regarding any such commentsin a timely manner.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enstar Group LTD), Agreement and Plan of Merger (SeaBright Holdings, Inc.)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the The Company shall prepare and file with the SECSEC as promptly as reasonably practicable after the date hereof, the a preliminary Proxy Statement for use in connection with (the solicitation “Preliminary Proxy Statement”) relating to the Merger as required by the Exchange Act and the rules and regulations thereunder. Each of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, Merger Sub shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with information relating to it required by the SEC Exchange Act and confirmation from the SEC that it will not comment on, or that it has no additional comments on, rules and regulations thereunder to be included in the Preliminary Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary obtain and furnish the information required to cause be included in the Preliminary Proxy Statement, as so correctedshall provide Parent with, to and consult with Parent regarding, any comments that may be filed with received from the SEC and disseminated to the Company Stockholdersor its staff with respect thereto, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration respond promptly to any such comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Preliminary Proxy Statement, shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.02) to obtain the necessary approval of the Merger by its stockholders. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective Affiliates, this Agreement or the transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly after such receiptnotify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and to the extent required by applicable Law, disseminated to the stockholders of the Company. Except as Section 5.02 expressly permits, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the stockholders adopt the agreement of merger set forth in this Agreement. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a give Parent reasonable opportunity to review and comment on upon the Preliminary Proxy Statement, the Proxy Statement and any such response, to which amendment or supplement thereon and the Company shall give reasonable and good faith due consideration to any of Parent’s comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsthereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (American Medical Systems Holdings Inc)
Proxy Statement. (a) If approval of the Company Stockholders are is required under the DGCL to adopt this Agreement by Delaware Law in order to consummate the MergerMerger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Appointment Time, the Company, Company and Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at in connection with the Merger and the Company Stockholder Stockholders’ Meeting. The Company, Parent Company and Acquisition SubParent, as the case may be, shall furnish all information concerning the Company, on the one hand, and Company or Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable LawLegal Requirements, the Company shall use commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment onSEC. No filing of, or that it has no additional comments onamendment or supplement to, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed correspondence with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and shall be made by the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including without providing Parent a reasonable opportunity to review and comment on any such response, to which the thereon. The Company shall give reasonable and good faith consideration to any comments made by advise Parent, Acquisition Sub and their counsel) and to participate in promptly after it receives notice thereof, of any discussions with request by the SEC or its staff regarding for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include 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 which discovers such commentsinformation shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the Nasdaq Stock Market.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spectralink Corp), Agreement and Plan of Merger (Polycom Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the The Company shall prepare and file with the SEC, as promptly as practicable after the Proxy Statement for use date of this Agreement, and in any event within 20 Business Days after the date of this Agreement, a preliminary proxy statement to be sent to the stockholders of the Company in connection with the solicitation Stockholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”). Parent, Merger Sub and the Company will cooperate and consult with each other in the preparation of proxies the Proxy Statement and any amendments or supplements thereto. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it and its subsidiaries as required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement (or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement) and provide such other assistance as may be reasonably requested by the Company. The Company shall use its reasonable best efforts to resolve all SEC comments, if any, with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each Party covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the Company’s stockholders or at the time of the Stockholders Meeting or at the time of any amendment or supplement thereof, 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 are made, not misleading. The Company shall promptly notify Parent and Merger Sub of the receipt of any comments from the Company SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. If at any time prior to the Stockholders for use at the Company Stockholder Meeting. The CompanyMeeting any information relating to Parent, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning Merger Sub or the Company, on the one hand, and Parent and Acquisition Sub (and or any of their respective Affiliates, if applicable)officers or directors, on should be discovered by Parent, Merger Sub or the Company, which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other handParty and, as to the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to extent required by applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof file with the SEC and confirmation from disseminate to the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each stockholders of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it Company an appropriate amendment or any of its respective directors, officers, employees, affiliates, agents supplement describing such information. Prior to filing or other representatives for use in mailing the Proxy Statement if and to the extent that such information shall have become false (or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration amendment or supplement thereto) or responding to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from of the SEC or its staff with respect to the Proxy Statement promptly after such receiptthereto, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including Parent a reasonable opportunity to review and comment to propose comments on any such response, to which document or response and consider in good faith such comments proposed by Parent for inclusion therein. Unless the Company Board has made a Change of Recommendation in accordance with Section 6.3, the Recommendation shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate be included in any discussions with the SEC or its staff regarding any such commentsProxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Management Inc), Agreement and Plan of Merger (Advanced Disposal Services, Inc.)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the The Company shall prepare and file with the SEC, as promptly as practicable after the Proxy Statement for use date of this Agreement, a preliminary proxy statement to be sent to the stockholders of the Company in connection with the solicitation of proxies from Stockholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”). Parent, Merger Sub and the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent will cooperate and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the consult with each other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy StatementStatement and any amendments or supplements thereto. Subject Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to applicable Law, the Company the information relating to it as required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement and provide such other assistance as may be reasonably requested by the Company. The Company shall use its reasonable best efforts to resolve all SEC comments, if any, with respect to the Proxy Statement as promptly as practicable after receipt thereof. The Company shall use its reasonable best efforts to cause the Proxy Statement to be disseminated at the date that it (and any amendment or supplement thereto) is first published, sent or given to the stockholders of the Company and at the time of the Stockholders Meeting, to comply as promptly as practicable following the filing thereof to form in all material respects with the SEC requirements of the Exchange Act and confirmation the rules and regulations promulgated thereunder and shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC that it will not comment on, or that it has no additional comments on, with respect to the Proxy StatementStatement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Each of If at any time prior to the Stockholders Meeting any information relating to Parent or the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its their respective Affiliates, officers or directors, officersshould be discovered by Parent or the Company, employees, affiliates, agents which should be set forth in an amendment or other representatives for use in supplement to the Proxy Statement if and so that the Proxy Statement would not include any misstatement of a material fact necessary to make the extent that statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause promptly notify the Proxy Statementother Party and, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Law, the Company shall provide Parent, Acquisition Sub promptly file with the SEC and their counsel a reasonable opportunity disseminate to review and comment on the stockholders of the Company an appropriate amendment or supplement describing such information. Prior to filing or mailing the Proxy Statement prior to the filing thereof (or any amendment or supplement thereto, other than in connection with the SECa Change of Recommendation made in compliance with this Agreement), and the Company shall give reasonable and good faith consideration or responding to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from of the SEC or its staff with respect to the Proxy Statement promptly after such receiptthereto, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including Parent a reasonable opportunity to review and comment to propose comments on any such response, to which the Company shall give reasonable document or response and consider in good faith consideration to any such comments made proposed by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsParent for inclusion therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rite Aid Corp), Agreement and Plan of Merger (Walgreens Boots Alliance, Inc.)
Proxy Statement. (a) If As promptly as practicable after the execution of this Agreement, the Company Stockholders are required under the DGCL shall prepare and, once reasonably acceptable to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, Parent and the Company, file a preliminary Proxy Statement with the SEC under the Exchange Act, and shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC promptly. Parent and Acquisition Sub the Company shall jointly preparecooperate with each other in the preparation of the Proxy Statement, and the Company shall file as soon as practicable notify Parent of the receipt of any comments of the SEC with the SEC, respect to the Proxy Statement and of any requests by the SEC for use in connection with the solicitation any amendment or supplement thereto or for additional information and shall as soon as practicable provide to Parent copies of proxies from all correspondence between the Company Stockholders for use at or any representative of the Company Stockholder Meetingand the SEC with respect thereto. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement and all supplements thereto to be disseminated mailed to the holders of Company Stockholders as promptly as practicable following Common Stock entitled to vote at the filing thereof with the SEC Company Meeting and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each any other Person entitled to notice of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respectCompany Meeting as soon as reasonably practicable. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC (a) give Parent and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and supplements thereto, prior to the filing thereof such documents being filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or disseminated to holders of shares of Company Common Stock, (b) give Parent and its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such responseall responses to requests for additional information and replies to comments prior to their being filed with, to which or sent to, the Company shall give reasonable SEC, (c) include in drafts of the Proxy Statement and good faith consideration to any related correspondence and filings all comments made reasonably proposed by Parent, Acquisition Sub and their counsel(d) to the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any discussions of the transactions contemplated by this Agreement. Each of the Company and Parent agrees to use commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Company Common Stock entitled to vote at the Company Meeting at the earliest practicable time. Each of Parent and the Company will cause all documents that it is responsible for filing with the SEC or its staff regarding other Governmental Entity under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. If at any time prior to the Company Merger Effective Time any event shall occur, or fact or information shall be discovered, that either the Company or the Buyer Parties reasonably believe is required to be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 6.2, prepare and file with the SEC such commentsamendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable law, and cause such amendment or supplement to be distributed to the holders of Company Common Stock entitled to vote at, and all other Persons entitled to receive notice of, the Company Meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trustreet Properties Inc), Agreement and Plan of Merger (Trustreet Properties Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, As promptly as soon as reasonably practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Lawdate hereof, the Company shall use reasonable best efforts to prepare and cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable LawsProxy Statement. The Company shall provide Parent, Acquisition Sub Parent and their its counsel a reasonable opportunity to review and comment on the Proxy Statement prior and any amendments or supplements thereto (and to review and comment on any comments of the filing thereof with SEC or its staff on the SECProxy Statement or any amendments or supplements thereto), and the Company shall give reasonable and good faith consideration to any reasonably consider all comments made by Parent, Acquisition Sub prior to the filing thereof. Each of the Company and their counsel (it being understood that Parent, Acquisition Sub Parent shall use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with the applicable rules and their counsel shall provide any comments thereon as soon as reasonably practicable)regulations of the SEC and other applicable Legal Requirements. The Company shall promptly provide in writing to Parent, Acquisition Sub Parent and their its legal counsel with a copy or a description of any comments or other communications, whether written or oral, received by the Company or its legal counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receiptor any amendment or supplement thereto, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response respond promptly to any such comments of comments. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of: (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement; or (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to ii) receiving notification of final resolution of any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with received from the SEC or its staff regarding concerning the Proxy Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to cause the Proxy Statement to be mailed to the Company’s stockholders, prior to the later of (A) the termination of the Go-Shop Period or (B) the time as of which no Acquisition Proposal from an Excluded Party is pending which constitutes, or is reasonably likely to constitute, a Superior Offer. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such commentsamendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ebay Inc), Agreement and Plan of Merger (Gsi Commerce Inc)
Proxy Statement. (a) If required under applicable law, the Company Stockholders are required shall prepare the Proxy Statement, file it with the SEC under the DGCL to adopt this Agreement in order to consummate the Merger, Exchange Act as soon promptly as practicable following after Merger Subsidiary purchases Shares pursuant to the Appointment TimeOffer, and use all commercially reasonable efforts to have the Company, Proxy Statement cleared by the SEC. Parent and Acquisition Sub Merger Subsidiary shall jointly preparepromptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any action contemplated by this Section 6.10. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall file notify Parent of the receipt of any comments of the SEC with the SEC, respect to the Proxy Statement and of any requests by the SEC for use in connection with the solicitation any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of proxies from all correspondence between the Company Stockholders for use at or any Representative of the Company Stockholder Meetingand the SEC. The Company, Company shall give Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject its counsel a reasonable opportunity to applicable Law, the Company shall use reasonable best efforts to cause review the Proxy Statement prior to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof its being filed with the SEC and confirmation from shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the SEC that it will not comment onProxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or that it has no additional comments onsent to, the Proxy StatementSEC. Each of the Company, Parent and Acquisition Sub shall Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties hereto to respond promptly correct any information provided to all such comments of and requests by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the SEC. As promptly as practicable after the Proxy Statement if and to has been cleared by the extent that such information shall have become false or misleading in any material respect. The SEC, the Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on mail the Proxy Statement prior to the filing thereof stockholders of the Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Company that the Company's stockholders vote to approve the Merger and this Agreement unless the Board of Directors of the Company has withdrawn or modified its recommendation in accordance with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation provisions of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsSection 6.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Brown Tom Inc /De)
Proxy Statement. (a) If Subject to the terms and conditions of this Agreement, as promptly as reasonably practicable after the date hereof, the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, and Parent shall prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, SEC a proxy statement/prospectus and a form of proxy that will be part of Parent’s previously filed registration statement on Form S-4 (the Proxy Statement for use “S-4 Registration Statement”) in connection with the solicitation vote of proxies from the Company’s shareholders with respect to the adoption of this Agreement and approval of the Asset Sale and the Shareholder Ratification, and in order to offer and sell under the Securities Act the Parent Shares issuable to the Company Stockholders for use at in connection with the Company Stockholder MeetingAsset Sale (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s shareholders is herein called the “Proxy Statement”). The Company, after consultation with Parent, will use reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Parent and Acquisition Sub, as the case may be, Buyer shall furnish all information concerning the Company, on the one hand, and relating to Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, Buyer as the other Company may reasonably request (or as may be required to be included in the Proxy Statement) in connection with such actions and the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Lawthe terms and conditions of this Agreement, as promptly as reasonably practicable after the clearance of the Proxy Statement by the SEC, the Company shall use reasonable best efforts to cause mail the Proxy Statement to be disseminated the holders of shares of Company Stock. Subject to and without limiting the rights of the Company Stockholders Board pursuant to Section 6.4.2, the Proxy Statement shall include the Company Recommendation. The Company will advise Parent, as promptly as practicable following the filing thereof with reasonably practicable, after it receives notice thereof, of any request by the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each for amendment of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the extent Closing, any information, event or circumstance relating to any Party hereto, or their respective officers, directors, Affiliates or Representatives, should be discovered by any Party hereto which should be set forth in an amendment or a supplement to the Proxy Statement so that such information shall have become false the Proxy Statement does not contain any untrue statement of material fact, or misleading in omit to state any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, fact required to be filed with stated therein in order to make the SEC and disseminated to the Company Stockholdersstatements therein, in each case as and light of the circumstances under which they were made, not misleading, the Party discovering such information, event or circumstance shall promptly inform the other Parties hereto and, to the extent required by applicable Laws. The Company Law, an appropriate amendment or supplement describing such information, event or circumstance shall provide Parent, Acquisition Sub be promptly prepared and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and filed by the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC and, if required, disseminated to the holders of shares of Company Stock. Parent shall also take any action required to be taken under state blue sky or its staff regarding any such commentsother securities laws in connection with the issuance of Parent Shares to the Company in connection with the Asset Sale.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hecla Mining Co/De/), Asset Purchase Agreement (Hecla Mining Co/De/)
Proxy Statement. (a) If As soon as possible after commencement of the Offer, the Company Stockholders are required under shall commence preparation of a preliminary Proxy Statement. Following the DGCL to adopt consummation of the Offer, if approval of this Agreement in order to consummate and the MergerMerger by the stockholders of the Company is required by applicable Law, the Company will, as soon as practicable is possible following the Appointment Timeconsummation of the Offer, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file such preliminary Proxy Statement with the SEC, . The Company shall use all reasonable efforts to respond to any comments by the SEC or its staff to such preliminary Proxy Statement and to cause a definitive Proxy Statement to be mailed to the stockholders of the Company. The Company will notify Parent promptly of the receipt of and will respond promptly to any (i) comments from the SEC or its staff and (ii) request by the SEC or its staff for amendments or supplements to the Proxy Statement or for use in connection additional information and will supply Parent with the solicitation copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, or the Merger. Parent and the Company its counsel shall provide Parent, Acquisition Sub and their counsel be given a reasonable opportunity to participate be involved in the formulation drafting of any response to any such comments of the SEC or its staff (including a reasonable opportunity to and review and comment on upon the Proxy Statement and any amendment or supplement thereto and any such response, correspondence prior to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions its filing with the SEC or dissemination to the Company's stockholders. No amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which will not be unreasonably conditioned, withheld or delayed; provided, however, that amendments or supplements to the Proxy Statement reflecting actions taken by the Board to comply with its staff regarding any such commentsfiduciary duties shall not require the approval of Parent. If necessary, after the Proxy Statement shall have been so mailed, the Company shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 7.05(b), the Company shall include in the definitive Proxy Statement the unanimous recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Esperion Therapeutics Inc/Mi)
Proxy Statement. (a) If As promptly as practicable after the Company Stockholders are required under the DGCL to adopt execution of this Agreement Stockholder, in order to consummate the Mergercooperation with Buyer, as soon as practicable following the Appointment Time, the Company, Parent shall prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, SEC a proxy statement (the “Stockholder Proxy Statement for use Statement”) to be sent to the stockholders of Stockholder in connection with the solicitation meeting of proxies the Company’s stockholders (the “Stockholder Meeting”) to be called pursuant to Section 11 hereof for purposes of obtaining the approval by the stockholders of Stockholder required under Chapter 156B of the Massachusetts General Laws (“Massachusetts Law”) of the disposition by Stockholder of the Shares pursuant to the Merger (the “Stockholder Voting Proposal”). Stockholder shall endeavor to promptly respond to any comments of the SEC. Stockholder shall use its commercially reasonable efforts to cause the Stockholder Proxy Statement to be mailed to the stockholders of Stockholder at the earliest practicable time. Stockholder shall notify Buyer and the Company promptly upon the receipt of any comments from the Company Stockholders 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 use at amendments or supplements to the Stockholder Proxy Statement or for additional information and shall supply Buyer and the Company with copies of all correspondence between Stockholder Meetingor any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Stockholder Proxy Statement. The CompanyWhenever any event occurs which is required to be set forth in an amendment or supplement to the Stockholder Proxy Statement, Parent and Acquisition SubStockholder, the Company or Buyer, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on promptly inform the other hand, as the other may reasonably request of such occurrence and cooperate in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding or any other government officials, and/or mailing to stockholders of Stockholder, such commentsamendment or supplement. Stockholder will include in the Stockholder Proxy Statement the Stockholder Board Recommendation. Stockholder shall promptly make all necessary filings with respect to the Merger under the Securities Act of 1933, as amended, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder. Each of the Company and Buyer shall cooperate with the Stockholder in connection with the preparation of the Stockholder Proxy Statement and shall furnish all information relating to it and the Merger as the Stockholder may reasonably request for inclusion in the Stockholder Proxy Statement.
Appears in 2 contracts
Samples: Majority Stockholder Voting Agreement (Epresence Inc), Majority Stockholder Voting Agreement (Infospace Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon As promptly as practicable following the Appointment Timedate of this Agreement (but in any event within 10 business days unless the parties shall otherwise agree), the Company, Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of the Company and Parent shall furnish all information concerning itself and Acquisition Sub its affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall jointly prepareuse its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement, and the Company shall file with use its reasonable best efforts to cause the SEC, definitive Proxy Statement to be mailed to the Company's stockholders as promptly as reasonably practicable after the date of this Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement for use in connection and shall provide Parent with the solicitation copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyits Representatives, on the one hand, and Parent the SEC and Acquisition Sub (and their respective Affiliates, if applicable)its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of hand relating to the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated If at any time prior to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment onStockholders' Meeting, or that it has no additional comments on, the Proxy Statement. Each of any information relating to the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its their respective affiliates, officers or directors, officers, employees, affiliates, agents should be discovered by the Company or other representatives for use Parent which should be set forth in the Proxy Statement if and an amendment or supplement to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so correctedthat the Proxy 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 statements therein, to in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Company Stockholdersand, in each case as and to the extent required by applicable LawsLaw, disseminated to the stockholders of the Company. The Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent, Acquisition Sub and their counsel a reasonable Parent an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent; PROVIDED, HOWEVER, that in the Proxy Statement prior to the filing thereof with the SECevent of a Change in Board Recommendation, and the Company shall give reasonable and consider in good faith consideration to any including in such document or response comments made reasonably proposed by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such comments.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Prime Hospitality Corp)
Proxy Statement. (a) If In connection with the Company Stockholders are required under Shareholders’ Meeting, the DGCL to adopt Company will, (i) as promptly as reasonably practicable after the date of this Agreement (but in order to consummate the Mergerany event within fifteen Business Days thereafter), as soon as practicable following the Appointment Timeprepare and file a proxy statement (together with any amendments and supplements thereto, the Company“Proxy Statement”) with the SEC; provided, that Parent be given a reasonable amount of time to review and Acquisition Sub shall jointly prepare, and comment upon the Company shall file Proxy Statement (but in any event not less than three Business Days) prior to any filing with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company(ii) respond, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation reasonably practicable, to any comments received from the SEC that it with respect to such filing and will provide copies of such comments to Parent promptly upon receipt and provide copies of proposed responses to Parent, giving Parent a reasonable amount of time to review and comment upon such responses (but in any event not less than two Business Days) prior to filing such responses, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, giving Parent a reasonable amount of time to review and comment onupon such amendments or supplements (but in any event not less than two Business Days) prior to filing, or (iv) use its commercially reasonable efforts to have the SEC confirm that it has no additional further comments onon the Proxy Statement and thereafter mail to its shareholders, as promptly as reasonably practicable, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and (v) to the extent required by applicable Laws. The Company shall provide ParentLaw, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon promptly as reasonably practicable). The Company shall provide in writing , prepare, file and distribute to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company shareholders any supplement or its counsel may receive from the SEC or its staff with respect amendment to the Proxy Statement promptly after if any event shall occur which requires such receiptaction at any time prior to the Company Shareholders’ Meeting, and (vi) otherwise use commercially reasonable efforts to comply with all requirements of Law applicable to the Proxy Statement, the Company Shareholders’ Meeting and the Merger. Parent and Merger Sub shall provide Parentcooperate with the Company in connection with the preparation of the Proxy Statement, Acquisition Sub including promptly furnishing the Company upon request with any and their counsel a reasonable opportunity all information as may be required to participate be set forth in the formulation Proxy Statement under applicable Law. If at any time prior to the Effective Time any information relating to the Company, any of its Subsidiaries, Parent or Merger Sub, or any response of their respective affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any such comments untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the SEC circumstances under which they were made, not misleading, as applicable, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or its staff (including a reasonable opportunity to review and comment on any supplement describing such responseinformation shall, to which the Company shall give reasonable and good faith consideration extent required by Law, be promptly disseminated to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsCompany’s shareholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rent a Center Inc De), Agreement and Plan of Merger (Rent Way Inc)
Proxy Statement. (a) If Each of the Company Stockholders are required under and Parent shall cooperate with each other in the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, preparation of the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of any amendment or supplement to the Proxy Statement. Subject to applicable LawAs promptly as practicable after the execution of this Agreement, and in any event within thirty (30) days following the date of this Agreement, the Company shall use reasonable best efforts prepare and file with the SEC the preliminary proxy statement to cause be sent to the shareholders of the Company relating to the Company Shareholders’ Meeting (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”); provided, however, that the Company shall furnish such preliminary Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of give Parent and its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their legal counsel a reasonable opportunity to review and comment on the such preliminary Proxy Statement prior to the filing thereof with the SECSEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence between the Company or any Representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon respond as soon promptly as reasonably practicable)practicable to the comments of the SEC. The Company shall provide in writing to Parent, Acquisition Sub Parent and their its legal counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide the Company with such responseinformation as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. Promptly after all the comments received from the SEC have been cleared by the SEC staff, to which or promptly following confirmation from the SEC staff that they will not be commenting thereon, the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its shareholders of record, as of the record date established by the Company Board. Each of the parties shall correct promptly any information provided by it to be used specifically in the Proxy Statement that constitutes an untrue statement of a material fact or its staff regarding fails to state any such commentsmaterial 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, and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the shareholders of the Company, in each case to the extent required by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stewart Enterprises Inc), Agreement and Plan of Merger (Service Corporation International)
Proxy Statement. (a) If the The Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Mergershall, as soon promptly as reasonably practicable following the Appointment Timeexecution of this Agreement (but in any event within 30 days thereafter unless the parties shall otherwise agree), file the CompanyProxy Statement with the SEC under the Exchange Act, Parent and Acquisition Sub shall jointly prepareuse its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall file notify Parent of the receipt of any comments of the SEC with the SEC, respect to the Proxy Statement and of any requests by the SEC for use in connection with the solicitation any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of proxies from all correspondence between the Company Stockholders for use at or any representative of the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respectrespect thereto. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC give Parent and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and supplements thereto, prior to the filing thereof such documents being filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or disseminated to holders of Shares and shall give Parent and its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to the Company Shareholders Meeting, there shall occur any event with respect to the Company, Parent or any of their Subsidiaries, or with respect to any information provided by the Company or Parent for inclusion in the Proxy Statement, which event is required by applicable Law to be described in an amendment or supplement to the Proxy Statement, such responseamendment or supplement shall be promptly filed with the SEC, as required by applicable Law, and disseminated to holders of Shares, as applicable. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other parties hereto, to which respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed, as may be required, to the holders of Shares entitled to vote at the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with Shareholders Meeting at the SEC or its staff regarding any such commentsearliest practicable time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Labone Inc/), Agreement and Plan of Merger (Quest Diagnostics Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as reasonably practicable following the Appointment Timedate of this Agreement (and in any event no later than twenty (20) business days following the date hereof), the CompanyCompany shall, Parent with the assistance of Parent, prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable LawParent, Merger Sub and the Company shall use reasonable best efforts to cause will cooperate with each other in the preparation of the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, any amendments or that it has no additional comments on, the Proxy Statement. Each of the Company, supplements thereto and Parent and Acquisition Sub its counsel shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel given a reasonable opportunity to review and comment on such Proxy Statement and any amendment or supplements thereto, which comments shall be reasonably considered in good faith by the Company. Without limiting the generality of the foregoing, each of Parent 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 Proxy Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement, after consultation with Parent (and reasonable consideration in good faith of any comments of Parent and its counsel), as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement prior to the filing thereof with the SEC, and the which shall have become false or misleading. The Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel practicable (i) notify Parent of the receipt of any comments or other communications, (whether written or oral, the Company or its counsel may receive ) from the SEC or its staff with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its employees and other authorized Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, and shall promptly after inform Parent of any such receiptcorrespondence conducted orally. If at any time prior to the Stockholders Meeting, any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent, Merger Sub and the Company shall provide Parentpromptly as practicable cooperate to prepare, Acquisition Sub and their counsel a reasonable opportunity file and, if appropriate, mail to participate in the formulation of any response to any stockholders such comments of the SEC amendment or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentssupplement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phoenix Companies Inc/De)
Proxy Statement. In connection with the Stockholders’ Meeting, the Company shall (a) If as promptly as reasonably practicable prepare the Proxy Statement and file the Proxy Statement with the SEC as promptly as reasonably practicable and in any event within twenty (20) business days following the date of this Agreement, in form and substance reasonably satisfactory to each of the Company Stockholders are and Parent, (b) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings, (c) as promptly as reasonably practicable prepare and file (after Parent and Purchaser have had a reasonable opportunity to review and comment on) any amendments or supplements necessary to be filed in response to any SEC comments or as required under by Law, (d) use its reasonable best efforts to have the DGCL SEC confirm that it has no further comments on the Company Proxy Statement and will thereafter mail to adopt this Agreement in order its stockholders as promptly as reasonably practicable the Proxy Statement and all other customary proxy or other materials for meetings such as the Stockholders’ Meeting, (e) to consummate the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the Company stockholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Stockholders’ Meeting, and (f) otherwise use reasonable best efforts to comply with all requirements of Law applicable to the Stockholders’ Meeting and the Merger, as soon as practicable following the Appointment Time. Subject to Section 7.5, the Proxy Statement shall reflect the Company Board Recommendation and shall include a description of the other Board actions. The Company shall also include in the Proxy Statement, and represents that it has obtained all necessary consents of the Company’s financial advisors to permit the Company to include in the Proxy Statement, Parent in its entirety, the fairness opinion described in Section 4.30, together with a summary thereof. Parent, Purchaser and Acquisition Sub the Company shall jointly preparecooperate with each other in the preparation of the Proxy Statement, and the Company shall file promptly notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence and summaries of all oral exchanges between the Company or any representative of the Company and the SEC. The Company shall promptly provide Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, and shall give Parent and Acquisition Subits counsel the opportunity to review all responses to requests for additional information and replies to comments (including giving due consideration to the reasonable additions, as the case may be, shall furnish all information concerning the Company, on the one hand, and deletions or changes suggested thereto by Parent and Acquisition Sub (and its counsel) prior to their respective Affiliatesbeing filed with, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Lawor sent to, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy StatementSEC. Each of the Company, Parent and Acquisition Sub shall Purchaser agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly correct any information provided to all such comments of and requests by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if SEC and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, Statement and all required amendments and supplements thereto to be filed with the SEC and disseminated mailed to the holders of Company Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable time. If, at any time prior to the Effective Time, any information relating to the Company, Parent or Purchaser or any of their respective affiliates should be discovered by the Company, Parent or Purchaser which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy 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 statements therein, in each case as and light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties and, to the extent required by applicable Laws. The Company shall provide ParentLaw, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments disseminate an appropriate amendment thereof or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect supplement thereto describing such information to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsCompany’s stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peregrine Semiconductor Corp), Agreement and Plan of Merger (Peregrine Semiconductor Corp)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as practicable following after the Appointment Timeearlier of (i) the Acceptance Date, unless the Company, Parent and Acquisition Sub shall jointly prepareMerger is consummated in accordance with Section 253 of the DGCL, and (ii) a termination or expiration of the Company shall file with Offer that does not result in the SEC, the Proxy Statement for use in connection with the solicitation termination of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliatesthis Agreement, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to required under applicable Law, the Company shall prepare the Proxy Statement, file it with the SEC under the Exchange Act, and use all reasonable best efforts to cause have the Proxy Statement to be disseminated cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company Stockholders as all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any action contemplated by this Section 6.9. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly as practicable following copies of all correspondence between the filing thereof Company or any Representative of the Company and the SEC. The Company shall give Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and confirmation from shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the SEC that it will not comment onProxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or that it has no additional comments onsent to, the Proxy StatementSEC. Each of the Company, Parent and Acquisition Sub shall Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly correct any information provided to all such comments of and requests by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the SEC. As promptly as practicable after the Proxy Statement if and to has been cleared by the extent that such information shall have become false or misleading in any material respect. The SEC, the Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on mail the Proxy Statement prior to the filing thereof with stockholders of the SEC, and Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Company shall give reasonable that the Company’s stockholders vote to approve the Merger and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, this Agreement unless the Board of Directors of the Company has withdrawn or modified its counsel may receive from the SEC or its staff recommendation in accordance with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsSection 6.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eos Petro, Inc.), Agreement and Plan of Merger (Dune Energy Inc)
Proxy Statement. (a) If The Company shall, in accordance with applicable Law and its certificate of incorporation and by-laws, duly call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Company Special Meeting”) as soon as practicable following the date hereof and in no event later than 40 days (or such other date on which the parties may agree in writing) after the date on which all SEC comments to the Proxy Statement have been resolved, for the purpose of considering the adoption of this Agreement and the approval of the Merger. In connection with the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the MergerSpecial Meeting, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Lawdate hereof, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof prepare and file with the SEC a proxy statement (together with all amendments and confirmation from the SEC that it will not comment on, or that it has no additional comments onsupplements thereto, the “Proxy Statement. Each ”) relating to the Merger and this Agreement and furnish the information required to be provided to the stockholders of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and Company pursuant to the extent that such information shall have become false or misleading in DGCL and any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by other applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel Parent a reasonable opportunity to review and comment on the Proxy Statement prior to (which comments shall be reasonably considered by the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicableCompany). The Company shall provide in writing to Parent, Acquisition Sub and their counsel will advise Parent promptly of any comments or other communications, whether written or oral, on the Company or its counsel may receive from Proxy Statement by the SEC and responses thereto or requests by the SEC for additional information. The Company shall use its staff reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after such receiptreceipt thereof. The Company shall consult with Parent and reasonably consider its comments prior to responding to SEC comments with respect to the Proxy Statement. Subject to the provisions of this Agreement, the Proxy Statement shall include the Company Recommendation and the Company shall provide Parent, Acquisition Sub and their counsel a use its reasonable opportunity best efforts to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which obtain the Company shall give reasonable and good faith consideration Requisite Vote; provided, however that if the Company’s board of directors effects a Change in Recommendation in accordance with Section 6.3(e), the Company may cease to any comments made use such efforts. A Change in Recommendation permitted by Parent, Acquisition Sub and their counselSection 6.3(e) and to participate in any discussions with will not constitute a breach by the SEC or its staff regarding any such commentsCompany of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ryerson Inc.), Agreement and Plan of Merger (J.M. Tull Metals Company, Inc.)
Proxy Statement. (a) If As promptly as reasonably practicable after the Company Stockholders are required under the DGCL to adopt execution of this Agreement in order to consummate the Merger, as soon as practicable following the Appointment TimeAgreement, the Company, Parent in consultation with Parent, will prepare and Acquisition Sub file with the SEC preliminary proxy materials that will constitute the Proxy Statement. The Proxy Statement shall jointly prepareinclude the notice to stockholders required by Section 262(d)(1) of Delaware Law that appraisal rights will be available. As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the Company shall file definitive, Proxy Statement with the SEC, . The Company will notify Parent promptly upon the Proxy Statement for use receipt of any comments from the SEC or its staff in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment onof, or that it has no additional comments onamendments or supplements to, the Proxy Statement. Each Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly inform Parent of such occurrence and will, in consultation with Parent, file with the SEC or its staff, and/or mail to stockholders of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it such amendment or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Lawssupplement. The Company shall provide Parent, Acquisition Sub Parent (and their counsel its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendment or supplement thereto prior to the filing thereof such with the SEC, and will provide Parent with a copy of all such filings made with the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)SEC. The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to will cause the Proxy Statement promptly to be mailed to its stockholders at the earliest practicable time after such receiptthe definitive Proxy Statement is filed with the SEC. Parent shall also use all reasonable efforts to take any action required to be taken by it under any applicable securities laws in connection with the conversion of Company Options (other than Non-Employee Options) into options to acquire shares of common stock, par value $0.00067 per share, of Parent (“Parent Common Stock”), and the Company shall provide Parent, Acquisition Sub furnish any information concerning the Company and their counsel a reasonable opportunity to participate the holders of Company Common Stock and Company Options as may be reasonably requested in the formulation of any response to connection with any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsaction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Microsystems, Inc.), Agreement and Plan of Merger (Storage Technology Corp)
Proxy Statement. (a) If As promptly as reasonably practicable after the Company Stockholders are required under the DGCL to adopt execution of this Agreement in order to consummate the Merger, as soon as practicable following the Appointment TimeAgreement, the Company, in consultation with Parent (who shall provide comments, if any, to the Company’s Proxy Statement no later than three Business Days of Parent’s receipt thereof), will prepare and Acquisition Sub file with the SEC preliminary proxy materials that will constitute the Proxy Statement. The Proxy Statement shall jointly prepareinclude the notice to stockholders required by Section 262(d)(1) of Delaware Law that appraisal rights will be available. As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the Company shall file definitive, Proxy Statement with the SEC, . The Company will notify Parent promptly upon the Proxy Statement for use receipt of any comments from the SEC or its staff in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment onof, or that it has no additional comments onamendments or supplements to, the Proxy Statement. Each Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly inform Parent of such occurrence and will, in consultation with Parent, file with the SEC or its staff, and/or mail to stockholders of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it such amendment or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Lawssupplement. The Company shall provide Parent, Acquisition Sub Parent (and their counsel its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendment or supplement thereto prior to filing such with the filing thereof SEC (and Parent shall provide comments, if any, no later than three Business Days of Parent’s receipt thereof), and will provide Parent with a copy of all such filings made with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to will cause the Proxy Statement promptly to be mailed to its stockholders at the earliest practicable time after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions definitive Proxy Statement is filed with the SEC or its staff regarding any such commentsSEC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seebeyond Technology Corp), Agreement and Plan of Merger (Sun Microsystems, Inc.)
Proxy Statement. (a) If As promptly as practicable after the Company Stockholders are required under the DGCL to adopt Execution Date, unless this Agreement in order is terminated pursuant to consummate Article IX, Seller shall prepare and file with the MergerSEC a proxy statement relating to the Seller Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”); provided, that Seller shall not file the Proxy Statement with the SEC later than March 19, 2010 without the consent of Buyer, such consent not to be unreasonably withheld. Seller, after consultation with Buyer, will use commercially reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement as soon promptly as practicable following receipt of the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meetingsame. The Company, Parent and Acquisition Sub, as the case may be, Buyer shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other Seller may reasonably request in connection with such actions and the preparation and filing with the SEC of the Proxy Statement. Subject to applicable LawSection 6.5, as promptly as practicable after the Company clearance of the Proxy Statement by the SEC, Seller shall use reasonable best efforts to cause mail the Proxy Statement to be disseminated its stockholders. Subject to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments onSection 6.5, the Proxy StatementStatement shall include the Seller Board Recommendation. Each Seller will advise Buyer, promptly after it receives notice thereof, of any request by the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any SEC for amendment of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the extent that such information shall have become false Seller Stockholders’ Meeting, any event or misleading circumstance relating to Buyer, or its officers or directors, should be discovered by Buyer which should be set forth in any material respect. The Company shall take all steps necessary an amendment or a supplement to cause the Proxy Statement, as so correctedBuyer shall promptly inform Seller. If at any time prior to the Seller Stockholders’ Meeting, any event or circumstance relating to Seller or any Subsidiary of Seller, or their respective officers or directors, should be filed discovered by Seller which should be set forth in an amendment or a supplement to the Proxy Statement, Seller shall promptly inform Buyer. All documents that Seller is responsible for filing with the SEC in connection with the Transactions will comply as to form and disseminated substance in all material respects with the applicable requirements of the Exchange Act and other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the Company Stockholdersstatements therein, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments light of the SEC or its staff (including a reasonable opportunity to review and comment on any such responsecircumstances under which they were made, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsnot misleading.
Appears in 2 contracts
Samples: Purchase and Collaboration Agreement (Watson Pharmaceuticals Inc), Purchase and Collaboration Agreement (Columbia Laboratories Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon As promptly as practicable after the date of this Agreement, but in any event no later than 10 business days following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable LawEquity Syndication Period End Date, the Company shall use reasonable best efforts to prepare and cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated SEC, in preliminary form, a proxy statement relating to the Company StockholdersMembers’ Meeting (together with any amendments or supplements thereto, in each case as and to the extent required by applicable Laws“Proxy Statement”). The Company shall consult with Parent and provide Parent, Acquisition Sub Parent and their its counsel a reasonable opportunity to review and comment on the Proxy Statement prior and any amendments or supplements thereto (and to review and comment on any comments of the filing thereof with SEC or its staff on the SECProxy Statement or any amendments or supplements thereto), and the Company shall give reasonable and good faith consideration to any reasonably consider all comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)prior to the filing thereof. The Company shall promptly provide in writing to Parent, Acquisition Sub Parent and their its legal counsel with a copy or a description of any comments or other communications, whether written or oral, received by the Company or its legal counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receiptor any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall provide Parent, Acquisition Sub promptly inform Parent thereof and their counsel a reasonable opportunity to participate in the formulation of any response to any shall promptly file such comments of the SEC amendment or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions supplement with the SEC and, if appropriate, mail such amendment or its staff regarding supplement to the Members. Parent shall provide the Company with such information for inclusion in the Proxy Statement as reasonably requested by the Company, and if any event relating to any of Parent, Merger Sub, Sponsor or Guarantor occurs, or if Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then Parent shall promptly inform the Company thereof. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 5.1, shall use reasonable best efforts to, on a weekly basis, run a broker search for a deemed record date of 20 business days after the date of such commentssearch.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Fortress Investment Group LLC)
Proxy Statement. (a) If The Company shall promptly after the Company Stockholders are required under the DGCL to adopt date of this Agreement (but in order to consummate the Merger, as soon as practicable any event no later than 10 business days following the Appointment Time, the Company, Parent date of this Agreement) prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SECSEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by the SEC for use in connection with the solicitation any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and/or any of its Representatives and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of with respect to the Proxy Statement. Subject to applicable Law, the The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. The Company shall cause the Proxy Statement to be disseminated comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, and shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 6.1(c)(ii); (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, if any, paid to such financial advisor by Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC each agree that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each none of the Company, Parent and Acquisition Sub shall promptly correct any information provided supplied by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use inclusion in the Proxy Statement if and will, at the date of mailing to stockholders of the extent that such information shall have become false Company or misleading in at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material respectfact 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. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed consult with the SEC Parent and disseminated to the Company Stockholders, in each case as provide Parent and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their its counsel with a reasonable opportunity to review and comment on the Proxy Statement prior and any amendments or supplements thereto (and to the filing thereof with the SEC, review and the Company shall give reasonable and good faith consideration to comment on any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on the Proxy Statement or any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counselamendments or supplements thereto) and any other documents related to participate in any discussions the Stockholders Meeting prior to filing such documents with the SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its staff regarding legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such commentsother documents related to the Stockholders Meeting. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. The Company, commencing upon the submission to the SEC of the Proxy Statement in accordance with the first sentence of this Section 7.3, shall on a weekly basis run a broker search for a deemed record date of 20 business days after the date of such search.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\), Agreement and Plan of Merger (Primoris Services Corp)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as reasonably practicable following the Appointment Timeexecution of this Agreement, with all reasonable and necessary assistance from Fairfax and Merger Sub, the CompanyCompany shall prepare and file a proxy statement with the SEC under the Exchange Act relating to the Stockholders' Meeting (together with any amendments thereof or supplements thereto, Parent the "Proxy Statement"), and Acquisition shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. The Proxy Statement shall comply in all material respects with all applicable provisions of the Exchange Act, including, without limitation, Rule 14a-9 thereunder. Fairfax, Merger Sub and the Company shall jointly preparecooperate with each other in the preparation of the Proxy Statement, and the Company shall file with notify Fairfax of the SEC, the Proxy Statement for use in connection with the solicitation receipt of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with any comments of the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Fairfax promptly after such receipt, copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall provide Parent, Acquisition Sub give Fairfax and their its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC, and comment on any such responseshall give Fairfax and its counsel reasonable opportunity to review all amendments and supplements to the Proxy 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 agrees to use its reasonable best efforts, after consultation with Fairfax and Merger Sub, to which respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable time. Fairfax and Merger Sub shall furnish any information reasonably requested by the Company shall give reasonable and good faith consideration which is necessary to any comments made by Parent, Acquisition Sub and their counsel) and to participate prepare the Proxy Statement in any discussions accordance with the SEC or its staff regarding any such commentsthis Section 6.02(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tig Holdings Inc), Agreement (Fairfax Financial Holdings LTD/ Can)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as practicable (and in any event within 30 Business Days) following the Appointment TimeAgreement Date, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall prepare and file with the SEC, SEC in preliminary form the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Company shall also include the Fairness Opinion (in its entirety) in the Proxy Statement together with a summary thereof. The Company shall provide a true and complete signed copy of the Fairness Opinion to Parent for information purposes as soon as reasonably practicable after the Agreement Date. The Company shall cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act and Acquisition Sub, as the case may be, shall furnish all information concerning rules of the Company, on SEC and the one hand, and NYSE. Parent and Acquisition Sub (shall furnish in writing to the Company all information concerning Parent and their respective Affiliates, if applicable), on the other hand, Acquisition Sub as the other Company may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated If at any time prior to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment onStockholder Meeting, or that it has no additional comments on, the Proxy Statement. Each of any information relating to the Company, Parent and or Acquisition Sub shall promptly correct any information provided by it Sub, or any of its their respective directors, officers, employees, affiliates, agents officers or other representatives for use Affiliates, should be discovered by the Company, Parent or Acquisition Sub which should be set forth in the Proxy Statement if and an amendment or supplement to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so correctedthat the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other, and the Company shall prepare an appropriate amendment or supplement to be filed the Proxy Statement describing such information and file such amendment or supplement with the SEC and disseminated to the Company Stockholdersand, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments Law or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect staff, disseminate such amendment or supplement to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsStockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itron Inc /Wa/), Agreement and Plan of Merger (Silver Spring Networks Inc)
Proxy Statement. The Company shall take all action necessary in accordance with applicable Law and its articles of incorporation and bylaws and Nasdaq rules to call, give notice of, convene and hold a special meeting of the Company’s shareholders (aincluding any adjournment or postponement thereof, the “Company Special Meeting”) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Timedate hereof for the purpose of approving this Agreement and, in connection with the CompanyCompany Special Meeting, Parent and Acquisition Sub shall jointly prepare, and as soon as practicable after the date hereof the Company shall prepare and file with the SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement”) relating to the Merger and this Agreement and furnish the information required to be provided to the shareholders of the Company pursuant to the OBCA and the Exchange Act, which Proxy Statement shall be reasonably satisfactory to Parent. Promptly after its preparation and prior to its filing with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC provide a copy of the Proxy Statement. Subject , and any amendment to applicable Lawthe Proxy Statement, the Company shall use reasonable best efforts to cause Parent, and will consider inclusion into the Proxy Statement comments timely received from Parent or its counsel. The Company shall give Parent notice of any comments on the Proxy Statement received by the SEC, and shall promptly respond to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof SEC comments, if any. Unless this Agreement is previously terminated in accordance with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments onSection 8.1, the Proxy Statement. Each Statement shall include the recommendation of the Company’s board of directors that the Company’s shareholders approve this Agreement (the “Company Recommendation”). Notwithstanding the foregoing, Parent if the Company’s board of directors determines in good faith, after consultation with its counsel, that calling, giving notice of, convening or holding the Company Special Meeting, or preparing and Acquisition Sub shall promptly correct any information provided by it distributing the Proxy Statement, or any of its respective directors, officers, employees, affiliates, agents or other representatives for use including a Company Recommendation in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to may be filed inconsistent with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by directors’ fiduciary duties under applicable Laws. The Company shall provide Parent, Law following an indication of an Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oralProposal, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to delay any such comments action until the Company’s board of the SEC or directors determines in good faith, after consultation with its staff (including a reasonable opportunity to review and comment on any counsel, that it may take such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsaction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corillian Corp), Agreement and Plan of Merger (Checkfree Corp \Ga\)
Proxy Statement. (a) If Promptly after execution and delivery of this Agreement, the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent shall prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SECSEC as soon as is practicable a preliminary Proxy Statement, together with a form of proxy, with respect to the Stockholders' Meeting at which the stockholders of the Company will be asked to vote upon and approve this Agreement and the Merger and shall use reasonable efforts to have the Proxy Statement for use and form of proxy cleared by the SEC as promptly as practicable, and promptly thereafter shall mail the definitive Proxy Statement and form of proxy to stockholders of the Company. The term "PROXY STATEMENT" shall mean such proxy or information statement and all amendments or supplements thereto, if any, similarly filed and mailed. Parent will provide the Company with any information that may be required in order to effectuate the preparation and filing of the Proxy Statement pursuant to this Section 5.1. The Company will provide Parent and its counsel with a reasonable opportunity to review the Proxy Statement prior to its filing. The Company will respond to, and provide Parent and its counsel with a reasonable opportunity to participate in the response of the Company to, any comments from the SEC and will notify Parent promptly upon the receipt of any comments from the SEC in connection with the solicitation of proxies from filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Subor Parent, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on will promptly inform the other hand, as the other may reasonably request of such occurrence and cooperate in connection with the preparation and filing with the SEC and/or mailing to stockholders of the Proxy StatementCompany such amendment or supplement. Subject to applicable Law, Each of Parent and the Company shall use cooperate and the Company shall provide Parent (and its counsel) with a reasonable best efforts opportunity to cause review and comment on the Proxy Statement and on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Parent with a copy of all such filings made with the SEC. The information provided and to be disseminated provided by Parent, Merger Sub and the Company, respectively, for use in Proxy Statement shall, on the date the Proxy Statement is first mailed to the Company Stockholders Company's stockholders, on the date of the Stockholders' Meeting and as promptly as practicable following of the filing thereof with Effective Time, not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make such information, in light of the SEC circumstances under which it was provided, not misleading, and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Merger Sub shall promptly each agree to correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information which shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior shall comply as to the filing thereof form in all material respects with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation all applicable requirements of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsfederal securities laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Probusiness Services Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon As promptly as practicable following the Appointment Timedate of this Agreement, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, and in any event the Company shall use its reasonable best efforts to file the Proxy Statement for use in connection with the solicitation SEC within twenty (20) business days after the date of proxies from this Agreement. The Company and Parent will cooperate and consult with each other in preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of the Company Stockholders for use at the Company Stockholder Meeting. The Company, and Parent and Acquisition Sub, as the case may be, shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its reasonable best efforts, after consultation with the other, to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed to the Company’s stockholders as promptly as reasonably practicable following clearance from the SEC. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall promptly provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and Parent the SEC and Acquisition Sub (and their respective Affiliates, if applicable)its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of relating to the Proxy Statement. Subject If at any time prior to applicable Lawthe Stockholders Meeting, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated any information relating to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Merger Sub shall promptly correct any information provided by it or any of its their respective affiliates, officers or directors, officers, employees, affiliates, agents should be discovered by the Company or other representatives for use Parent which should be set forth in the Proxy Statement if and an amendment or supplement to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so correctedthat the Proxy 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 statements therein, to in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Company Stockholdersas soon as reasonably practicable and, in each case as and to the extent required by applicable LawsLaw, disseminated to the stockholders of the Company. The Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent, Acquisition Sub and their counsel Parent a reasonable opportunity to review and comment on the Proxy Statement prior such document or response, and to the filing thereof with the SEC, extent practicable and the Company shall give reasonable and good faith consideration related to any comments made by matters involving Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from will provide Parent with the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in any substantive calls between the formulation Company, or any of any response to any such comments of its Representatives, and the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which concerning the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsProxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ust Inc), Agreement and Plan of Merger (Altria Group, Inc.)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as As promptly as practicable following the filing thereof execution of this Agreement, Borrower shall prepare and file with the SEC and confirmation from a proxy statement to be sent to the SEC that it will not comment onshareholders of Borrower in connection with the Shareholders’ Meeting (such proxy statement together with, as the context dictates, any ancillary documents to be sent to such shareholders, each as amended or that it has no additional comments onsupplemented, being referred to herein as the “Proxy Statement. Each of the Company”), Parent and Acquisition Sub shall promptly correct any information provided by it or any of use its respective directors, officers, employees, affiliates, agents or other representatives for use in reasonable best efforts to have the Proxy Statement if and to cleared by the extent that such information shall have become false or misleading in any material respectSEC as promptly as practicable. The Company Proxy Statement shall take comply as to form in all steps necessary to cause material respects with the applicable provisions of the Exchange Act. Lender and Borrower shall cooperate with each other in the preparation of the Proxy Statement, as so corrected, to be filed with and Borrower shall promptly notify Lender of the receipt of any comments of the SEC and disseminated with respect to the Company Stockholders, in each case as Proxy Statement and to of any requests by the extent required by applicable Laws. The Company SEC for any amendment or supplement thereto or for additional information and shall provide Parent, Acquisition Sub to Lender promptly copies of all correspondence between Borrower or any representative of Borrower and their the SEC with respect thereto. Borrower shall give Lender and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and supplements thereto, prior to the filing thereof such documents being filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or disseminated to holders of shares of Borrower Common Shares and shall give Borrower and its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such responseall responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Borrower and Lender agree to use its reasonable best efforts, after consultation with the other Parties hereto, to which respond promptly to all such comments of and requests by the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) SEC and to participate cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Borrower Common Shares entitled to vote at the Shareholders’ Meeting at the earliest reasonably practicable time. If at any time prior to the Shareholders’ Meeting any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any discussions 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 are made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and Borrower shall prepare and file with the SEC such amendment or its staff regarding any supplement as promptly as practicable and, to the extent required by Law, cause such commentsamendment or supplement to be disseminated to the shareholders of Borrower. The Proxy Statement shall state that the Borrower’s Board of Directors has, through the specified vote, approved the adoption of the First Amendment to the Articles of Incorporation and include the Borrower Recommendation.
Appears in 2 contracts
Samples: Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (Vespoint LLC), Security Agreement (Midwest Holding Inc.)
Proxy Statement. (a) If approval of the Company Stockholders are is required under the DGCL to adopt this Agreement by Massachusetts Law in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Company and Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at in connection with the Merger and the Company Stockholder Stockholders’ Meeting. The Company, Parent Company and Acquisition SubParent, as the case may be, shall furnish all information concerning the Company, on the one hand, and Company or Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Applicable Law, the Company shall use commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from SEC. No filing of, or amendment or supplement to, or correspondence with the SEC that it will not comment on, or that it has no additional comments onits staff with respect to, the Proxy Statement. Each of the Company, Parent and Acquisition Sub Statement shall promptly correct any information provided be made by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel without providing Parent a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)thereon. The Company shall provide in writing to Parent, Acquisition Sub and their counsel promptly advise Parent after it receives notice of any comments or other communications, whether written or oral, the Company or its counsel may receive from request by the SEC or its staff with respect for an amendment or revisions to the Proxy Statement promptly after such receiptStatement, or comments thereon and the Company shall provide Parentresponses thereto, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of or requests by the SEC or its staff (including a reasonable opportunity for additional information in connection therewith. If at any time prior to review and comment on any such response, to which the Company shall give reasonable and good faith consideration Stockholders’ Meeting, any information relating to any comments made by the Company or Parent, Acquisition Sub or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include 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 which discovers such information shall promptly notify the other party or parties hereto, as the case may be, and their counsel) an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and to participate in any discussions filed with the SEC or its staff regarding and, to the extent required by Applicable Law, disseminated to the Company Stockholders. The Company and Parent shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and any such commentsapplicable rules of the NASDAQ.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cognos Inc), Agreement and Plan of Merger (Applix Inc /Ma/)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the MergerSeller will, as soon as practicable following the Appointment TimeExecution Date (and in any event, within eight (8) Business Days following the CompanyExecution Date), Parent prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, SEC the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder MeetingMeeting in preliminary form. The Company, Parent and Acquisition Sub, as the case may be, Seller shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to (i) comply with the applicable rules and regulations promulgated by the SEC and (ii) not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the Company Stockholders statements therein, in light of the circumstances under which they were made, not misleading. Seller will use its reasonable best efforts to respond as promptly as practicable following the filing thereof with to any comments of the SEC with respect thereto and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent give Purchaser and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Proxy Statement prior to the filing thereof with the SECSEC or dissemination to the stockholders and Seller shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel. Seller will (i) notify Purchaser promptly (and in any event, within twenty-four (24) hours) of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will promptly supply Purchaser with copies of all correspondence between Seller or any of its Representatives, on the one hand, and the Company SEC or its staff, on the other hand, with respect to the Proxy Statement (including copies of all comments from the SEC), (ii) provide Purchaser and its counsel with a reasonable opportunity to review and comment on any proposed correspondence between it or any of its Representatives and on the one hand and the SEC or its staff on the other hand with respect to the Proxy Statement and shall give reasonable and good faith consideration to any comments thereon made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company Purchaser or its counsel may receive from and (iii) promptly provide Purchaser with final copies of any correspondence sent by it or any of its Representatives to the SEC or its staff with respect to the Proxy Statement promptly after such receiptStatement, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response amendments or supplements to the Proxy Statement. If at any such comments time prior to receipt of the Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, including correcting any information that has become false or misleading in any material respect, Seller will promptly prepare and deliver to its stockholders such an amendment or supplement. Seller shall (i) commence mailing the Proxy Statement to Seller’s stockholders as promptly as practicable within three (3) Business Days of being informed by the SEC staff that it does not plan to provide comments or its staff it has no further comments on the preliminary form of the Proxy Statement, and (ii) take all necessary action, including establishing a reasonable opportunity record date and completing a broker search pursuant to review and comment on any such responseSection 14a-13 of the Exchange Act in accordance with Section 6.8, to which permit the Company foregoing. Subject to the terms and conditions of this Agreement, including Section 6.6, the Proxy Statement will include the Board Recommendation and the Board consents to such inclusion. The Proxy Statement shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with include the SEC or its staff regarding any such commentsnotice of the Stockholders Meeting.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Atreca, Inc.), Asset Purchase Agreement (Atreca, Inc.)
Proxy Statement. (a) If As promptly as practicable after the execution of this Agreement, the Company, in consultation with Parent, shall prepare and file the Proxy Statement with the SEC under the Exchange Act. Parent and Merger Sub shall provide promptly to the Company Stockholders such information concerning itself as may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required under amendments to, and the DGCL definitive, Proxy Statement with the SEC. The Company will cause the Proxy Statement to adopt this Agreement in order be mailed to consummate the Merger, its stockholders as soon as practicable following after the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file definitive Proxy Statement is filed with the SEC, . The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for use in connection additional information and shall supply Parent with the solicitation copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its Representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject respect to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to or the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respectMerger. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC give Parent and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and supplements thereto, prior to its being filed with the filing thereof with SEC and shall give Parent and its counsel reasonable opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, and will provide Parent with a copy of all such filings made with the SEC. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall give reasonable and good faith consideration to any comments made by promptly inform Parent of such occurrence and, in consultation with Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions file with the SEC or its staff regarding any and/or mail to stockholders of the Company, such commentsamendment or supplement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronic Clearing House Inc), Agreement and Plan of Merger (Electronic Clearing House Inc)
Proxy Statement. (a) If the The Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Mergershall, as soon as reasonably practicable following the Appointment Timedate of execution of this Agreement, the Company, Parent prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, SEC the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub preliminary form (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC provided that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Merger Sub and their counsel a shall be given reasonable opportunity to review and comment on the Proxy Statement Statement, and each amendment or supplement thereto, prior to the its filing thereof with the SEC), and the Company shall give reasonable and good faith consideration use its best efforts to respond as promptly as reasonably practicable to any comments made of the SEC with respect thereto. If at any time prior to the approval of this Agreement and the Merger by Parentthe requisite vote of the stockholders of the Company there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, Acquisition Sub the Company shall promptly prepare and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)mail to its stockholders such an amendment or supplement. The Company shall provide in writing use reasonable efforts to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after such receiptfiling with the SEC. Subject to the right of the Company’s Board of Directors to withdraw or modify its recommendation pursuant to Section 6.2(b), and (i) the Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of the Merger and (ii) if requested to do so by Parent at any time prior to the Company Stockholders Meeting and subject to compliance with applicable laws, if there shall provide Parenthave been publicly announced an alternative Acquisition Proposal, Acquisition Sub and their counsel the Company’s Board of Directors shall, within a reasonable opportunity period of time following such request (and prior to participate the Company Stockholders Meeting), publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the stockholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the formulation of any response to any such comments timing of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsStockholders Meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Captiva Software Corp), Agreement and Plan of Merger (Emc Corp)
Proxy Statement. (a) If The proxy statement and any amendment thereof or supplement thereto, to be sent to the shareholders of the Company Stockholders are required under in connection with the DGCL to adopt this Agreement Merger (the “Proxy Statement”) will comply in order to consummate all material respects with the Merger, as soon as practicable following applicable requirements of the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, Exchange Act and the rules and regulations thereunder. The Company shall will prepare and file with the SEC, as promptly as is reasonably practicable (but in any event not later than 30 days) after the date hereof (but in no event later than 30 days after the date hereof), the Proxy Statement in a form that complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Parent and the Merger Sub shall furnish to the Company all information requested concerning itself which is reasonably required or customary for inclusion in the Proxy Statement including, without limitation, the form of charter for the Surviving Corporation to be attached to the Articles of Merger. The Company and the Parent each agrees to respond as promptly as is practicable to any comments of the SEC on the Proxy Statement and the Company agrees to mail the Proxy Statement to holders of Company Common Stock promptly after the Company learns that the Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. The information provided by any party hereto for use in connection with or incorporation by reference in the solicitation Proxy Statement shall be true and correct in all material respects, at the dates mailed to shareholders of proxies from the Company Stockholders for use and at the time of the Company Stockholder MeetingMeeting (as defined in Section 7.4), without omission of any material fact which is required to make such information not false or misleading. The CompanyNo representation, Parent and Acquisition Sub, as covenant or agreement is made by any party hereto with respect to information supplied in writing by any other party specifically for inclusion in the case may be, shall furnish all Proxy Statement. If at any time prior to the Effective Time any information concerning relating to the Company, on the one handParent or the Merger Sub, and Parent and Acquisition Sub (and or any of their respective Affiliates, if applicable)officers or directors, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to should be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of discovered by the Company, the Parent and Acquisition or the Merger Sub shall promptly correct any information provided by it which should be set forth in an amendment or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and supplement to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so correctedthat the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, to in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the Company Stockholdersand, in each case as and to the extent required by applicable Laws. The Company shall provide ParentLaw, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior disseminated to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments shareholders of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Constellation Energy Group Inc), Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/)
Proxy Statement. (a) If As promptly as practicable after the execution of this Agreement, the Company Stockholders are required under shall prepare and file with the DGCL Securities and Exchange Commission (the "SEC") the preliminary Proxy Statement with respect to adopt this Agreement the actions to be taken at the Company Stockholder Meeting; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent for review before such filing with the SEC and that such filing shall be subject to Parent's prior approval of the preliminary Proxy Statement, which approval shall not be unreasonably withheld or delayed. Parent and the Company shall cooperate with each other in order the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to consummate the Merger, as soon Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. As promptly as practicable following after comments are received from the Appointment TimeSEC with respect to the preliminary Proxy Statement, the Company shall use all reasonable efforts to respond to the comments of the SEC. The Company shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to the SEC; provided, however, that the Company shall furnish such proposed amendments, supplements and responses to Parent for review before filing any of such with the SEC and that the filing of such shall be subject to Parent's prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement, to the reasonable satisfaction of Parent, has been included therein by the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, SEC the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use all reasonable best efforts to have the Proxy Statement cleared by the SEC as soon thereafter as practicable. The Company shall cause the Proxy Statement to be disseminated mailed to its stockholders of record, as of the Company Stockholders record date established by the Board of Directors of the Company, as promptly as practicable following after clearance by the filing thereof with SEC. Unless the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each Board of Directors of the Company, Parent and Acquisition Sub after consultation with its outside legal counsel, concludes that such recommendation is no longer consistent with the discharge of applicable fiduciary duties of the Board of Directors of the Company, the Company shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in cause the Proxy Statement if to include, and continue to include until the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to vote is taken at the Company StockholdersStockholder Meeting, the recommendation of the Board of Directors of the Company in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, favor of this Agreement and the Company shall give reasonable and good faith consideration to any comments made by Parenttransactions contemplated hereby, Acquisition Sub and their counsel (it being understood that Parentincluding, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oralwithout limitation, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ply Gem Industries Inc), Agreement and Plan of Merger (Silverman Jeffrey S)
Proxy Statement. (a) If the The Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Mergerwill, as soon as reasonably practicable following the Appointment Timedate of this Agreement, and in any event within 15 Business Days, prepare and file with the Company, Parent and Acquisition Sub shall jointly prepareSEC the Proxy Statement in preliminary form, and the Company shall file will use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto. The Company will notify Purchaser promptly (and in any case no later than 24 hours) of the SEC, receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for use in connection additional information and will supply Purchaser with the solicitation copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its Representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of respect to the Proxy Statement. Subject to applicable Law, The Company covenants and agrees that the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and will not, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to the extent stockholders of the Company 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 made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to receipt of the Company Stockholder Approvals there will occur any event that such should be set forth in an amendment or supplement to the Proxy Statement, including correcting any information shall have that has become false or misleading in any material respect, the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall take all steps necessary Purchaser and its counsel will be given a reasonable opportunity to cause review the Proxy Statement, as so corrected, to be Statement before it is filed with the SEC and disseminated to the Company Stockholderswill give due consideration to all reasonable additions, in each case as deletions, or changes thereto suggested by Purchaser and to the extent required by applicable Lawsits counsel. The Company shall provide Parentwill (a) establish a record date, Acquisition Sub (b) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and their counsel a reasonable opportunity to review and comment on (c) thereafter commence mailing the Proxy Statement to the Company’s stockholders as promptly as practicable after (i) the first Business Day after the date that is ten (10) calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the filing thereof with SEC does not provide comments or indicates that it does not plan to provide comments or (ii) the SEC, and date on which the Company shall give reasonable and good faith consideration to any have been informed by the SEC staff that it has no further comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)on the document. The Company Proxy Statement shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, include the Company or its counsel may receive from Board Recommendation and shall not contain any proposals other than (i) the Company Stockholder Proposals, (ii) the Reverse Stock Split Proposal, (iii) any proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its staff with respect comments to the Proxy Statement promptly after such receiptor in correspondence related thereto, and (iv) each other proposal reasonably agreed to by the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate Purchaser as necessary or appropriate in connection with the formulation of any response to any such comments consummation of the SEC Transactions; and (v) a proposal for the postponement or its staff (including a reasonable opportunity to review and comment on any such response, to which adjournment of the Company shall give reasonable Special Meeting, if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and good faith consideration to adopt any comments made by Parentof the foregoing (collectively, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such comments“Transaction Proposals”).
Appears in 2 contracts
Samples: Investment Agreement (Inspirato Inc), Investment Agreement (Inspirato Inc)
Proxy Statement. As promptly as is reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC a proxy statement (atogether with any amendments thereof or supplements thereto, the “Proxy Statement”) If relating to the adoption of this Agreement by the holders of the Company Common Stock at the Company Stockholders are required under Meeting. The Company shall as promptly as is reasonably practicable notify Parent upon the DGCL receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepareProxy Statement, and the Company shall file as promptly as is reasonably practicable provide Parent with copies of all material 50 correspondence between the SEC, Company or its Representatives and the SEC and its staff relating to the Proxy Statement for use in connection with or the solicitation of proxies from transactions contemplated hereby. Prior to filing the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing Proxy Statement with the SEC or responding to any comments of the Proxy Statement. Subject to applicable LawSEC with respect thereto, the Company shall (a) give Parent a reasonable opportunity to review and comment on such document or response and (b) include in such document or response comments reasonably proposed by Parent. The Company shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to the holders of the Company Stockholders Common Stock as promptly as reasonably practicable following after the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, text of the Proxy StatementStatement has been adjusted to satisfactorily address any comments raised by the SEC. Each of the Company, The Company and Parent and Acquisition Sub shall promptly each agree to correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading misleading. Parent will furnish (or cause to be furnished) to the Company the information relating to Parent and its Affiliates to be set forth in any material respectthe Proxy Statement and otherwise cooperate with the Company in the preparation of the Proxy Statement. Except as expressly permitted by Section 6.02(d), the Company shall include in the Proxy Statement the recommendation of the Company Board that the holders of the Company Common Stock vote in favor of the adoption of this Agreement. In the event that subsequent to the date of this Agreement, the Company Board effects a Change of Recommendation as permitted by this Agreement, the Company nevertheless shall continue to solicit proxies and submit this Agreement to the holders of the Company Common Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on ensure that the Proxy Statement prior to the filing thereof complies in all material respects with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsapplicable Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ntelos Holdings Corp.), Agreement and Plan of Merger (Shenandoah Telecommunications Co/Va/)
Proxy Statement. (a) If As promptly as practicable after the execution of this Agreement, the Company, in consultation with Parent, shall prepare and file the proxy statement to be sent to the stockholders of the Company Stockholders are required in connection with the Stockholders’ Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) with the SEC under the DGCL Exchange Act. Parent shall provide promptly to adopt this Agreement the Company such information concerning itself as, in order the reasonable judgment of Parent or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company will cause the Proxy Statement to consummate the Merger, be mailed to its stockholders as soon as practicable following after the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file definitive Proxy Statement is filed with the SEC, . The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for use in connection additional information and shall supply Parent with the solicitation copies of proxies from all correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject respect to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to or the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respectMerger. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC give Parent and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and supplements thereto, prior to its being filed with the filing thereof with SEC and shall give Parent and its counsel reasonable opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, and will provide Parent with a copy of all such filings made with the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)SEC. The Company shall provide cause all documents that it is responsible for filing with the SEC under this Section 5.1 to comply in writing all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to Parent, Acquisition Sub and their counsel any comments be set forth in an amendment or other communications, whether written or oralsupplement to the Proxy Statement, the Company or its counsel may receive from the SEC or its staff shall promptly inform Parent of such occurrence and, in consultation with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions file with the SEC or its staff and/or mail to stockholders of the Company, such amendment or supplement. Whenever Parent becomes aware of any event regarding any Parent that has occurred which is required to be set forth in an amendment or supplement to the Proxy Statement, Parent shall promptly inform the Company of such commentsoccurrence and shall provide the Company with the information necessary to enable the Company to comply with its obligations pursuant to this paragraph.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Sybase Inc)
Proxy Statement. (a) If As soon as reasonably practicable following the date of this Agreement (but in no event later than ten Business Days from the date of this Agreement), the Company Stockholders are required under shall, in consultation with Parent, prepare and file with the DGCL SEC in preliminary form a proxy statement, letter to adopt stockholders, notice of meeting, form of proxy and related schedules and materials (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the meeting of the Company’s shareholders held for the purpose of approving and adopting this Agreement and the Transactions, including the Merger (the “Company Shareholders Meeting”). Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement, and such information, at the date the Proxy Statement is first mailed to the Company’s shareholders and at the time of the Company Shareholders Meeting, will 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 consummate make the Mergerstatements therein, as soon as practicable following in light of the Appointment Timecircumstances under which they are made, the Company, Parent and Acquisition Sub shall jointly prepare, and the not misleading. The Company shall file use its reasonable best efforts to respond to all SEC comments with the SEC, respect to the Proxy Statement for use as promptly as reasonably practicable after receipt thereof and file all necessary amendments thereto in connection with such SEC comments. The Company shall promptly notify Parent and Merger Sub of the solicitation receipt of proxies any comments from the Company Stockholders SEC (or the staff of the SEC) with respect to the Proxy Statement and any request by the SEC (or the staff of the SEC) for use at any amendment to the Proxy Statement or for additional information and shall consult with Parent regarding, and provide Parent with copies of, all correspondence between the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, as with respect to the Proxy Statement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto), responding to any comments of the SEC (or the staff of the SEC) with respect thereto, or disseminating any other may reasonably request materials used in connection with the preparation and filing with Company Shareholders Meeting that (i) constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 promulgated under the SEC Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 promulgated under the Proxy Statement. Subject to applicable LawExchange Act, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, provide Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment to propose comments on the Proxy Statement prior to the filing thereof with the SEC, such document or response and the Company shall give reasonable and good faith consideration to all such comments, but, for the avoidance of doubt, the Company shall not be obligated to incorporate any such comments, unless such comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)are necessary to cause such documents to comply with the terms of this Agreement. The Company shall provide as promptly as practicable (but, subject to setting a record date pursuant to Section 6.3, in writing no event later than five (5) Business Days) after the date on which the SEC (or the staff of the SEC) confirms that it will not review or has no further comments on the Proxy Statement, commence mailing to Parent, Acquisition Sub the Record Holders the Proxy Statement and their counsel any comments or all other communications, whether written or oral, proxy materials for the Company or its counsel may receive Shareholders Meeting, with such mailing to be completed within ten (10) Business Days after receipt of such confirmation from the SEC (or its the staff with respect to of the Proxy Statement promptly after such receiptSEC), and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response subject to any such comments of the SEC or its staff (including additional time required in connection with setting a reasonable opportunity record date pursuant to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsSection 6.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peak Resorts Inc), Agreement and Plan of Merger (Vail Resorts Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, As promptly as soon as reasonably practicable following the Appointment Time, the Companydate of this Agreement, Parent shall prepare and Acquisition Sub shall jointly prepare, and the Company shall file cause to be filed with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Statement. Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning itself, its affiliates and the Companyholders of its capital stock to Parent and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. Parent shall promptly notify Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide Company with copies of all correspondence between it and its Representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC, on the other hand, as and all written comments with respect to the other may reasonably request in connection with the preparation and filing with Proxy Statement received from the SEC and promptly advise Company of any oral comments with respect to the Proxy StatementStatement received from the SEC. Subject to applicable Law, the Company Parent shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders respond as promptly as practicable following the filing thereof with the SEC and confirmation to any comment from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in with respect to the Proxy Statement if and have such comment cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing (including with respect to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause preliminary Proxy Statements), mailing the Proxy Statement, as so corrected, Statement (or any amendment or supplement thereto) or responding to be filed with any comments of the SEC with respect thereto, each of Company (as applicable) and disseminated to Parent shall cooperate and provide the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel other a reasonable opportunity to review and comment on such document or response (including the Proxy Statement prior proposed final version of such document or response) and shall give due consideration to all reasonable changes provided by the filing thereof other Party. Parent shall also use reasonable best efforts to take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the SEC, issuance of the Parent Common Shares in the Merger and the Company shall give reasonable furnish all information concerning Company and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon Company Investors as soon as may be reasonably practicable). The Company shall provide requested in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff connection with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starwood Waypoint Residential Trust), Agreement and Plan of Merger (Colony Capital, Inc.)
Proxy Statement. (a) If The Purchaser and the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, Seller will as soon promptly as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall date hereof jointly prepare, and the Company Seller shall file with the SECfile, the Proxy Statement for use in connection with the solicitation SEC and will use all commercially reasonable efforts to respond to the comments of proxies from the Company Stockholders for use SEC and to cause the Proxy Statement to be mailed to the Seller Shareholders at the Company Stockholder Meetingearliest practical time. The Company, Parent and Acquisition Sub, as the case may be, Seller shall furnish all information concerning it and the Companyholders of its capital stock as the Purchaser may reasonably request in connection with such actions. Each party to this Agreement will notify the other parties and the Board of Directors of the Seller promptly of the receipt of the comments of the SEC, if any, and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its Representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or members of its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement or the Acquisition. If (A) at any time prior to the Shareholders' Meeting, any event should occur relating to the Seller or any of its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Seller will promptly inform the Purchaser and (B) if at any time prior to the Shareholders' Meeting, any event should occur relating to the Purchaser or any of its associates or Affiliates, or relating to the plans of any such persons for the Seller after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Purchaser will promptly inform the Seller, and in the case of (A) or (B) the Seller and the Purchaser, will, upon learning of such receiptevent, promptly prepare, and the Company Seller shall provide Parentfile and, Acquisition Sub if required, mail such amendment or supplement to the Seller Shareholders; provided, prior to such filing or mailing, the Seller and their counsel the Purchaser shall consult with each other with respect to such amendment or supplement. The Purchaser and the Seller will file, pursuant to and in a reasonable opportunity manner consistent with Rule 14a-12 under the Exchange Act any soliciting material sent or given to participate in the formulation of any response to any such comments shareholders of the SEC Seller. The Purchaser shall vote, or its staff (including a reasonable opportunity cause to review be voted, in favor of the Acquisition and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made this Agreement all shares of Seller Stock directly or indirectly beneficially owned by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsit.
Appears in 2 contracts
Samples: Asset Purchase Agreement (London Bridge Software Holdings PLC), Asset Purchase Agreement (Phoenix International LTD Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as practicable following the Appointment Timeexecution of this Agreement, the Company shall prepare and file with the SEC a proxy statement with respect to the Company Shareholders Meeting in a form reasonably acceptable to Parent (the “Proxy Statement”), and use its reasonable efforts to have the Proxy Statement cleared by the SEC and mailed to the Company’s shareholders. Parent, Parent and Acquisition Amalgamation Sub shall jointly prepare, and the Company shall file cooperate with the SEC, the Proxy Statement for use each other in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable LawSection 7.01(a), the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to shall contain (A) statements of the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or Company’s Board of Directors that it has no additional comments on(i) determined that this Agreement and the transactions contemplated hereby, including the Proxy Statement. Each Amalgamation, are fair to and in the best interests of the shareholders of the Company, (ii) declared the Amalgamation and this Agreement to be advisable and (iii) recommend that the shareholders of the Company vote in favor of the approval of the Amalgamation and the adoption of this Agreement, which recommendations shall not be withdrawn, amended or modified in a manner adverse to Parent or the Amalgamation Sub (unless withdrawn, modified or changed in accordance with the terms of Section 6.05) and (B) the written opinion of the Company’s Financial Advisor referred to in Section 4.17. The Proxy Statement shall comply as to form and content in all material respects with the applicable provisions of the Exchange Act. Parent and Acquisition Sub its counsel shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable given an opportunity to review and comment on upon the Proxy Statement and any amendment or supplement thereto prior to the filing thereof with the SEC, and the Company shall give reasonable and consider any such comments in good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)faith. The Company shall agrees to promptly provide in writing to Parent, Acquisition Sub Parent and their its counsel copies of any comments or other communications, whether written or oral, which the Company or its counsel may receive from the SEC or its staff, any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and any other correspondence between 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 Proxy Statement or the Amalgamation. Parent and Amalgamation Sub will promptly supply to the Company in writing, for inclusion in the Proxy Statement, all information concerning Parent and Amalgamation Sub required by Law to be included in the Proxy Statement. The Company, Parent and Amalgamation Sub agree to promptly correct any information provided by any of them for use in the Proxy Statement which shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause such Proxy Statement as so corrected to be filed with the SEC and disseminated to the Company’s shareholders, in each case as and to the extent required by the applicable provisions of the Exchange Act. The Company agrees to use reasonable efforts, after consultation with the other parties hereto, to respond promptly to any comments or requests for any amendments or supplements received from the SEC or its staff with respect to the Proxy Statement and any preliminary version or amendment thereof, filed by it. Each of Parent and Amalgamation Sub agree to use reasonable efforts to promptly after such receipt, and provide the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity with any information necessary to participate in the formulation of any response respond to any such comments of or requests received from the SEC or its staff (including a staff. The Company, Parent and Amalgamation Sub shall use reasonable opportunity efforts to review and comment on any such responsecause the Proxy Statement to be mailed to the Company’s shareholders at the earliest practicable time, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions accordance with the SEC or its staff regarding any such commentsapplicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Amalgamation (Videsh Sanchar Nigam LTD), Agreement and Plan of Amalgamation (Teleglobe International Holdings LTD)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause prepare the Proxy Statement to be disseminated to Statement, file it with the Company Stockholders SEC under the Exchange Act as promptly as practicable following after Merger Subsidiary purchases Shares pursuant to the filing thereof Offer, and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any action contemplated by this Section 6.10. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any Representative of the Company and the SEC. The Company shall give Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and confirmation from shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the SEC that it will not comment onProxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or that it has no additional comments onsent to, the Proxy StatementSEC. Each of the Company, Parent and Acquisition Sub shall Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties hereto to respond promptly correct any information provided to all such comments of and requests by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the SEC. As promptly as practicable after the Proxy Statement if and to has been cleared by the extent that such information shall have become false or misleading in any material respect. The SEC, the Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on mail the Proxy Statement prior to the filing thereof with stockholders of the SEC, and Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Company shall give reasonable that the Company’s stockholders vote to approve the Merger and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, this Agreement unless the Board of Directors of the Company has withdrawn or modified its counsel may receive from the SEC or its staff recommendation in accordance with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel Section 6.03 in connection with a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsSuperior Proposal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forest Oil Corp), Stockholder Agreement (Wiser Oil Co)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon As promptly as practicable following after the Appointment Timeexecution of this Agreement, the Public Company, Parent with the cooperation of Private Company, shall prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SECSEC the Proxy Statement. Private Company shall (i) provide to Public Company as promptly as practicable all information, including financial statements and descriptions of its business and financial condition, as Public Company may reasonably request for inclusion in the Proxy Statement for use in connection with and (ii) cause the solicitation timely cooperation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request its independent public accountants in connection with the preparation and filing with the SEC of the Proxy Statement, including by causing such accountants to provide a consent to the inclusion of such accountants’ reports in respect of the financial statements of Private Company in the Proxy Statement and to the reference to such accountant firm as an “expert” therein. Subject to applicable Law, the Public Company shall (and Private Company shall furnish such assistance as Public Company may reasonably request in connection with Public Company’s efforts to) respond to any comments of the SEC with respect to the Proxy Statement, use commercially reasonable best efforts to file the definitive version of the Proxy Statement as promptly as practicable and cause the Proxy Statement to be disseminated mailed to its stockholders at the Company Stockholders as promptly as earliest practicable following the filing thereof with time after the SEC and confirmation from has completed its review of the preliminary filing of the Proxy Statement (or once 10 days after the initial filing of the preliminary Proxy Statement, if the SEC that it will not comment on, or that it has no additional comments on, review the Proxy Statement). Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Public Company shall take all steps necessary to cause notify Private Company promptly upon the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to receipt of any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receiptthe, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of request by the SEC or its staff (including a reasonable opportunity for amendments or supplements to review the Proxy Statement of any request by the SEC or its staff for additional information with respect to the Proxy Statement, and comment shall supply Private Company with copies of all correspondence between Public Company or any of its representatives, on any such responsethe one hand, and the SEC, or its staff, on the other hand, with respect to which the Proxy Statement. Each of Public Company and Private Company shall give reasonable and good faith consideration notify the other such partner promptly upon the receipt of any comments from the SEC or its staff with respect to any comments filing made by Parentsuch party pursuant to Section 6.2(b), Acquisition Sub of any request by the SEC or its staff for amendments or supplements to any filing made by such party pursuant to Section 6.2(b) or of any request by the SEC or its staff for additional information with respect to any filing made by such party pursuant to Section 6.2(b), and their counsel) shall supply the other such party 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 participate any filing made by such party pursuant to Section 6.2(b). Each of Public Company and Private Company shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever either Public Company or Private Company shall become aware of the occurrence of any discussions event which is required to be set forth in an amendment or supplement to the Proxy Statement or any filing pursuant to Section 6.2(b), Public Company or Private Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff regarding or any other regulatory authority, and/or mailing to stockholders of Public Company and Private Company, such commentsamendment or supplement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dare Bioscience, Inc.), Stock Purchase Agreement (Cerulean Pharma Inc.)
Proxy Statement. (a) If As promptly as practicable after the Company Stockholders are required under execution of this Agreement, the DGCL Seller shall prepare the Proxy Statement relating to adopt the approval of this Agreement in order to consummate and the transactions contemplated hereby, including the Merger, as soon as practicable following by the Appointment Timestockholders of the Seller. Each of the Seller, the Company, Parent and Acquisition Sub shall jointly prepare, Company and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, Merger Sub shall furnish all information concerning itself and its Affiliates, officers and directors that is required to be included in the CompanyProxy Statement. The Seller shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement or the other filings, and the Seller shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Seller’s stockholders as promptly as reasonably practicable after the execution of this Agreement. The Seller shall promptly notify the Company upon receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the other filings and shall provide the Company with copies of all correspondence between it and its representatives, on the one hand, and Parent the SEC and Acquisition Sub (and their respective Affiliates, if applicable)its staff, on the other hand, as relating to the Proxy Statement or the other may reasonably request in connection with filings. If at any time prior to the preparation and filing with Seller Stockholders’ Meeting, any information relating to the SEC Seller, the Company, the Merger Sub or any of their respective Affiliates, officers or directors, should be discovered by the Proxy Statement. Subject to applicable LawSeller, the Company shall use reasonable best efforts or the Merger Sub which should be set forth in an amendment or supplement to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be filed with stated therein or necessary in order to make the SEC and disseminated to the Company Stockholdersstatements therein, in each case as light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be, to the extent required by applicable LawsLaw, disseminated to the stockholders of the Seller. The Company Notwithstanding anything to the contrary stated above, prior to mailing the Proxy Statement (or any amendment or supplement thereto) to the stockholders of the Seller or responding to any comments of the SEC with respect thereto, the Seller shall provide Parent, Acquisition Sub and their counsel a reasonable the Company an opportunity to review and comment on such document or response and shall include in such document or response all comments reasonably proposed by the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Indiana Corp), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as reasonably practicable following the Appointment Timedate of this Agreement, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, prepare and provide to Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC its counsel a draft of the Proxy Statement. Subject to applicable Law, the The Company shall use reasonable best efforts to file the Proxy Statement in preliminary form with the SEC and cause the Proxy Statement to be disseminated distributed to the holders of Company Stock, in each case as soon as reasonably practicable after the date hereof. Each of Parent and Merger Subsidiary will furnish to the Company Stockholders the information relating to it as promptly as practicable following reasonably requested by the filing thereof Company and otherwise cooperate with and assist the SEC and confirmation from Company, at the SEC that it will not comment onCompany’s reasonable request, or that it has no additional comments on, in connection with the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly Merger Subsidiary agrees to correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and that to the extent that such information Parent’s or Merger Subsidiary’s knowledge shall have become false or misleading in any material respectrespects. The Company Prior to each filing or mailing (as applicable) of the Proxy Statement (or any amendment or supplement thereto, or any response to any comments or requests from any Governmental Authority with respect to the Proxy Statement), Parent and its counsel shall take all steps necessary to cause be given a reasonable opportunity (and in the case of the Proxy Statement, in no event less than five (5) Business Days or such less number of days as so correctedParent may agree), to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC(or any such amendments, supplements or responses), and the Company shall give reasonable and consider in good faith consideration to any comments made all reasonable additions, deletions or changes suggested thereto in good faith by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)Parent or its counsel. The Company shall provide in writing not file or mail the Proxy Statement (or any such amendments, supplements or responses) prior to Parentproviding Parent with a copy of such Proxy Statement (or any such amendments, Acquisition Sub and their counsel supplements or responses) to be filed. The Company shall notify Parent as promptly as practicable upon the receipt of any comments or other communications, whether written or oral, the Company or its counsel may receive requests from the SEC or its staff any Governmental Authority with respect to the Proxy Statement promptly after such receiptStatement, and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and such Governmental Authority, on the other hand; and, in connection with the foregoing, Parent shall provide information relating to Parent and Merger Subsidiary necessary to respond to as promptly as practicable any such comments or requests received by the Company. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response respond as promptly as practicable to any such comments or requests. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, that would cause the Proxy Statement to contain an untrue statement of the SEC material fact, or its staff (including a reasonable opportunity omit to review and comment on state any such responsematerial fact required to be stated therein, to which the Company shall give reasonable shall, in accordance with the procedures set forth in this Section 8.03, prepare and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions file with the SEC an amendment or its staff regarding any supplement to the Proxy Statement as soon thereafter as is reasonably practicable and to the extent required by Applicable Law, cause such commentsamendment or supplement to be distributed to the holders of Company Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ingram Micro Inc)
Proxy Statement. (a) If As promptly as reasonably practicable after the Company Stockholders are required under the DGCL to adopt execution of this Agreement in order to consummate the MergerAgreement, as soon as practicable following the Appointment Timeand not later than September 20, 2011, the Company, in cooperation with the Parent, shall prepare and file with the SEC the Proxy Statement. The Company shall respond to any comments of the SEC or its staff as promptly as practicable and shall cause the Proxy Statement to be mailed to its stockholders on or prior to the third business day after the resolution of any such comments or, if the SEC does not deliver any such comments on or before the tenth calendar day following the filing of the Proxy Statement, on or prior to the third business day following such tenth calendar day. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and Acquisition Sub of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall jointly preparesupply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide the Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by the Parent and (iii) shall not file with or mail such document, or respond to the SEC, prior to receiving the approval of the Parent, which approval shall not be unreasonably withheld, conditioned or delayed. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement for use in connection with Statement, the solicitation of proxies from Parent or the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on promptly inform the other hand, as the other may reasonably request of such occurrence and cooperate in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding or any other government officials, and/or mailing to stockholders of the Company, such commentsamendment or supplement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Perkinelmer Inc), Agreement and Plan of Merger (Caliper Life Sciences Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Acceptance Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliatesAffiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such comments).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Otsuka Holdings Co., Ltd.), Agreement and Plan of Merger (Astex Pharmaceuticals, Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as reasonably practicable following the Appointment TimeAgreement Date, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall prepare and file with the SEC, SEC the Proxy Statement Statement. Acquiror will promptly provide the Company with any information with respect to Acquiror which is reasonably requested by the Company for use inclusion in connection the Proxy Statement, or in any amendments or supplements thereto, and cause the counsel and auditors of Acquiror to cooperate with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent ’s counsel and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request auditors in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable LawNo filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without Acquiror’s prior written consent (which shall use not be unreasonably withheld or delayed) and without providing Acquiror the reasonable best efforts opportunity to review and comment thereon. The Company will promptly advise Acquiror, of the time when the definitive form of the Proxy Statement has been filed with the SEC or any supplement or amendment has been filed, the issuance of any stop order, or any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide Acquiror with copies of any written communication from the SEC or any state securities commission. The Company will respond in good faith to any comments of the SEC and will cause the Proxy Statement to be disseminated mailed to its stockholders as soon as reasonably practicable. If at any time prior to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, Effective Time any event or that it has no additional comments on, the Proxy Statement. Each information (including any Change of Recommendation) relating to the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective Affiliates, executive officers or directors, officers, employees, affiliates, agents should be discovered by Acquiror or other representatives for use the Company which should be set forth in the Proxy Statement if and an amendment or supplement to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so correctedthat such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, to the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the Company Stockholdersand, in each case as and to the extent required by applicable Laws. The Company shall provide Parentlaw, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior disseminated to the filing thereof with stockholders the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Force10 Networks Inc), Agreement and Plan of Merger (Carrier Access Corp)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as As promptly as practicable following after the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each date of the Companythis Agreement, Parent shall prepare and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC a preliminary proxy statement together with a form of proxy (collectively, the "Proxy Statement") and disseminated any other documents required by the Securities Act or the Exchange Act in connection with the Merger with respect to the Company StockholdersParent Shareholders' Meeting at which the shareholders of Parent will be asked to vote upon and approve this Agreement, in each case the Merger and an amendment to Parent's Articles of Organization increasing the authorized shares of Parent Common Stock. Parent shall cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC, respond promptly to any comments of the SEC or its staff and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable after such filing and promptly thereafter file the definitive Proxy Statement with the SEC and mail the definitive Proxy Statement to the extent required by applicable Lawsshareholders of Parent. The Company shall provide Parent, Acquisition Sub promptly furnish to Parent all information concerning the Company and their counsel a reasonable opportunity its shareholders as may be required or reasonably requested in connection with the preparation of the Proxy Statement. Parent shall (i) notify the Company promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to review and comment on the Proxy Statement prior to the filing thereof with the SEC, or for additional information and (ii) shall promptly supply the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether with copies of all written or oral, the Company or its counsel may receive from correspondence with the SEC or its staff with respect to the Proxy Statement. Parent shall not file any amendment or supplement to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable have reasonably objected. Whenever any event occurs that should be set forth in an amendment or supplement to the Proxy Statement, Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate shall cooperate in any discussions filing with the SEC or its staff regarding any staff, and, if appropriate, mailing to stockholders of Parent, such commentsamendment or supplement.
Appears in 2 contracts
Samples: Employment Agreement (Ipl Systems Inc), Escrow Agreement (Andataco)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL Subject to adopt this Agreement in order to consummate the MergerSection 5.4, as soon promptly as reasonably practicable following the Appointment Timedate of this Agreement, Company shall (with the assistance and cooperation of Buyer as reasonably requested by Company, Parent and Acquisition Sub shall jointly ) take all action reasonably necessary to prepare, in accordance with applicable Law and the Company Organizational Documents, as applicable, proxy materials which shall file with constitute the SECScheme Document and the proxy statement relating to the Scheme Meeting and the Company GM for the purpose of passing the Company Shareholder Resolutions (such proxy materials and proxy statement, as amended or supplemented from time to time, the “Proxy Statement for Statement”). Unless the Company Board of Directors shall have made an Adverse Recommendation Change, Company shall use its reasonable best efforts to solicit or cause to be solicited from its shareholders (including through a proxy solicitation firm), in accordance with applicable Law and the rules and regulations of the NYSE, proxies to secure the Company Shareholder Approval and take all other reasonable actions necessary or advisable to secure the Company Shareholder Approval. Buyer shall take any action required to be taken under any applicable state or provincial securities Laws in connection with the solicitation issuance of proxies from the New Buyer Shares in the Transaction. Buyer and Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Buyer and Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other handrespectively, as the other may be reasonably request requested in connection with the preparation Proxy Statement (or any supplement required thereto) and any such action as aforesaid. Other than in the case of an Adverse Recommendation Change pursuant to Section 5.3, no filing with the SEC of the Proxy Statement. Subject to applicable Lawof, the Company shall use reasonable best efforts to cause or amendment or supplement to, the Proxy Statement to will be disseminated to made by either Party without providing the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel Party a reasonable opportunity to review and comment on thereon (which comments shall be considered in good faith). Each Party will advise the other Party promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement prior to or comments thereon and responses thereto or requests by the filing thereof with the SECSEC for additional information, and will promptly provide the Company shall give reasonable and good faith consideration to other Party with copies of any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive communication from the SEC or its staff any state securities commission with respect to thereto. Each of Company and Buyer shall ensure that the information provided by it for inclusion in the Proxy Statement promptly after such receipt, (and any supplement required thereto) at the time of mailing thereof and at the time of the Scheme Meeting and the Company shall provide ParentGM will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments light of the SEC or its staff circumstances under which they were made, not misleading, and Company will ensure that the Proxy Statement (including a reasonable opportunity to review and comment on any such response, to which supplement required thereto) at the time of mailing thereof and at the time of the Scheme Meeting and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions GM will (with the SEC or its staff regarding assistance and cooperation of Buyer as reasonably requested by Company) comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and any such commentsapplicable provisions of the Companies Law.
Appears in 2 contracts
Samples: Transaction Agreement (Delphi Technologies PLC), Transaction Agreement (Borgwarner Inc)
Proxy Statement. (a) If Each of the Company Stockholders are required under and Parent shall cooperate with each other in the DGCL preparation of a Proxy Statement in preliminary and definitive form relating to adopt this Agreement in order to consummate the Merger, as soon as practicable following meeting of the Appointment Time, stockholders of the Company, including any amendment or supplement to the Proxy Statement. The Company shall promptly (and in any event no later than on October 19, 2007) prepare and file with the SEC a preliminary Proxy Statement and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and Acquisition Sub give Parent and its legal counsel a reasonable opportunity to review and comment on such preliminary Proxy Statement prior to filing with the SEC and shall jointly prepareaccept all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and written summaries of any oral comments) between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. The Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Purchaser shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement have been included therein by the Company, the Company shall file with the SEC, the definitive Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to and cause the Proxy Statement to be disseminated to the Company Stockholders mailed (including by electronic delivery if permitted) as promptly as practicable following reasonably practicable, to its stockholders of record, as of the filing thereof with record date established by the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy StatementBoard. Each of the Companyparties shall correct promptly, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use to be used specifically in the Proxy Statement Statement, if and to the extent required, that such information shall have become false or misleading in any material respect. The Company respect and shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholdersstockholders of the Company, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Navteq Corp), Agreement and Plan of Merger (Nokia Corp)
Proxy Statement. (a) If approval of the Company Stockholders are Company’s stockholders is required under the DGCL to adopt this Agreement by Delaware Law in order to consummate the MergerMerger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Appointment Time, the Company, Company and Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement a proxy statement for use in connection with the solicitation of proxies from the Company Stockholders for use at Company’s stockholders in connection with the Merger and the Company Stockholder MeetingStockholders’ Meeting (the “Proxy Statement”). The Company, Parent Company and Acquisition SubParent, as the case may be, shall furnish all information concerning the Company, on the one hand, and Company or Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable LawLegal Requirements, the Company shall use all commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders Company’s stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment onSEC. No filing of, or that it has no additional comments onamendment or supplement to, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed correspondence with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and shall be made by the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including without providing Parent a reasonable opportunity to review and comment on any such response, to which the thereon. The Company shall give reasonable and good faith consideration to any comments made by advise Parent, Acquisition Sub and their counsel) and to participate in promptly after it receives notice thereof, of any discussions with request by the SEC or its staff regarding for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include 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 which discovers such commentsinformation shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the Nasdaq.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insilicon Corp), Agreement and Plan of Merger (Synopsys Inc)
Proxy Statement. (a) If The Company shall prepare and file with the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the MergerSEC, as soon as practicable following after the Appointment Timedate hereof, and in no event later than twenty (20) days after the date hereof, a proxy statement (the "Proxy Statement") to be sent to stockholders of the Company in connection with the Company Stockholders' Meeting, and shall use its reasonable commercial efforts to have the Proxy Statement cleared as promptly as practicable by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the CompanyCompany shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Parent and Acquisition Sub shall jointly prepare, Newco and the Company shall file cooperate with each other in the preparation of the Proxy Statement, and prior to filing the Proxy Statement with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The CompanyRogexx & Xellx, Parent and Acquisition SubXXP, as the case may becounsel to Parent, shall furnish all information concerning have approved of the Company, on the one hand, form and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC substance of the Proxy Statement. Subject to applicable Law, the The Company shall use reasonable best efforts notify Parent of the receipt of any comments of the SEC with respect to cause the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to be disseminated to Parent promptly copies of all correspondence between the Company Stockholders as promptly as practicable following or any representative of the filing thereof with Company and the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Acquisition Sub shall Newco agrees to use its reasonable commercial efforts, after consultation with the other parties hereto, to respond promptly correct any information provided to all such comments of and requests by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if SEC and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, Statement to be filed with mailed to the SEC and disseminated holders of Company Common Stock entitled to vote at the Company Stockholders, in each case as and to ' Meeting at the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsearliest practicable time.
Appears in 2 contracts
Samples: Employment Agreement (Targetti Sankey Spa), Voting Agreement (Tivoli Industries Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon As promptly as practicable following after the Appointment Timeexecution of this Agreement, the Company, Parent Seller shall prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, SEC a proxy statement relating to the Proxy Statement for use meeting of the Seller's stockholders to be held in connection with the solicitation of proxies from Bexil Sale (together with any amendments thereof or supplements thereto, the Company Stockholders for use at "Proxy Statement"). In addition, the Company Stockholder Meeting. The Company, Parent Seller shall prepare and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing file with the SEC of any Other Filings as and when required or requested by the Proxy StatementSEC. Subject to applicable Law, the Company shall The Seller will use all reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration respond to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement and any Other Filings. As promptly as practicable after such receiptthe clearance of the Proxy Statement by the SEC, the Seller shall mail the Proxy Statement to its stockholders. The Proxy Statement shall (subject to the last sentence of Section 5.3(c) hereof) include the Board Recommendation. The Seller shall permit Buyer Parties to review the Proxy Statement, and the Company shall provide Parentany supplements or amendments thereto, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company Seller shall give reasonable and good faith consideration to any comments thereto made by Parent, Acquisition Sub and Buyer Parties or their counsel) , prior to mailing the Proxy Statement and any supplements or amendments thereto, to participate the stockholders of the Seller; provided that Buyer Parties review such documents in as expeditious a manner as practicably possible. If at any discussions time prior to Closing, any event or circumstance relating to the Seller, or its respective officers or directors, should be discovered by the Seller which should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, the Seller shall promptly notify Buyer Parties in writing and file such amendment. All documents that the Seller is responsible for filing in connection with the SEC or its staff regarding any such commentstransactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, the rules and regulations thereunder and all other applicable Laws.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bexil Corp), Stock Purchase Agreement (Bexil Corp)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as reasonably practicable following the Appointment TimeAgreement Date (but in any event within ten Business Days), the Company, Parent and Acquisition Sub Company shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel Acquiror a reasonable advance opportunity to review and comment on upon, and shall consider in good faith the views of Acquiror with respect to, the Proxy Statement prior to the filing thereof with the SECor any amendments or supplements thereto, and no filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without Acquiror’s prior written consent (which shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicablenot be unreasonably withheld). The Company shall provide in writing to Parent, Acquisition Sub and their counsel will promptly advise Acquiror of the time when the definitive form of the Proxy Statement has been filed with the SEC or any comments supplement or other communications, whether written or oralamendment has been filed, the Company issuance of any stop order, or its counsel may receive any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide Acquiror with copies of any written communication from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the any state securities commission. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate will respond in the formulation of any response good faith to any such comments of the SEC or its staff (including a reasonable and will provide Acquiror the opportunity to review and comment on any such responseresponse prepared by the Company to any comments of the SEC prior to the submission thereof. Notwithstanding the foregoing, to which in the event of a Change of Recommendation effected by the Company Board in accordance with Section 5.2, the Company shall give reasonable and not be obligated to consider in good faith consideration to or include any comments from Acquiror on any disclosures made by Parent, Acquisition Sub and their counsel) and to participate the Company in any discussions amendment or supplement to the Proxy Statement with respect to such Change of Recommendation or the circumstances related to such Change of Recommendation. The Company will cause the Proxy Statement to be mailed to the Company Stockholders as soon as reasonably practicable (and in any event within two Business Days) after the filing of the definitive Proxy Statement with the SEC. If at any time prior to the Effective Time any event or information relating to the Company, or any of its Affiliates, officers or directors, should be discovered by, or notified to, the Company which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, the Company shall promptly notify Acquiror and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC or its staff regarding any such commentsand, to the extent required by Applicable Law, disseminated to the Company Stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Varian Inc), Agreement and Plan of Merger (Agilent Technologies Inc)
Proxy Statement. (a) If Subject to the Company Stockholders are required under the DGCL to adopt terms and conditions of this Agreement in order to consummate the MergerAgreement, as soon as reasonably practicable following the Appointment Timedate of this Agreement, the Company, Company and Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the Proxy Statement for use proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company, Parent Company and Acquisition SubParent, as the case may be, shall promptly furnish all information concerning the Company, Company on the one hand, and or Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the other hand, as that may be required by applicable securities Laws or reasonably requested by the other may reasonably request Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawLaws, the Company shall use commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the holders of Company Stockholders Common Stock as promptly as practicable following the filing clearance thereof with by the SEC and confirmation from SEC. If at any time prior to the SEC that it will not comment onCompany Meeting, or that it has no additional comments on, the Proxy Statement. Each of any information relating to the Company, Parent and Acquisition Sub shall promptly correct any information provided by it Parent, or Merger Sub, or any of its their respective directors, officers, employees, officers or affiliates, agents should be discovered by the Company or other representatives for use Parent which should be set forth in an amendment or supplement to the Proxy Statement if and so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the extent that statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall have become false promptly notify the other Party hereto, and an appropriate amendment or misleading in any material respect. The Company shall take all steps necessary supplement to cause the Proxy Statement, as so corrected, to Statement describing such information shall be promptly prepared and filed with the SEC and disseminated to the Company Stockholdersand, in each case as and to the extent required by applicable LawsLaw, disseminated to the holders of Company Common Stock. The Company shall provide Parent, Acquisition Sub Parent and their its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide in writing to Parent, Acquisition Sub Parent and their its counsel any and all written comments or other communications, whether written or oral, that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsreceipt thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merisel Inc /De/), Agreement and Plan of Merger (American Capital Strategies LTD)
Proxy Statement. (a) If The Company and the Buyers shall furnish to each other all information concerning such Person or such Person's business that is required for the Proxy Statement. The Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Mergershall, as soon as practicable following after the Appointment Timedate hereof, prepare and file (after providing the Company, Parent Buyers with a reasonable opportunity to review and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, comment thereon) the Proxy Statement for use in connection with the solicitation SEC and shall use its reasonable best efforts to respond to any comments of proxies the SEC (after providing the Buyers with a reasonable opportunity to review and comment thereon); provided, however, that in no event shall the Company file the preliminary Proxy Statement with the SEC any later than twenty (20) days following the date of this Agreement (unless the Buyers shall have failed to cooperate with the preparation thereof as contemplated by this Section 4(b)). The Company shall cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable, but in any event no later than five (5) Business Days after responding to all such comments to the satisfaction of the staff of the SEC. The Company shall notify the Buyers promptly of the receipt of any comments from the Company Stockholders SEC and of any request by the SEC for use at amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyers with copies of all correspondence between the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of respect to the Proxy StatementStatement or any Approval Matter. Subject to applicable Law, the The Company shall use reasonable best efforts to will cause the Proxy Statement to be disseminated comply in all material respects with the applicable provisions of the 1934 Act and the rules and regulations thereunder applicable to the Company Stockholders as promptly as practicable following Proxy Statement and the filing thereof with solicitation of proxies for the SEC and confirmation from the SEC that it will not comment on, Special Meeting (including any requirement to amend or that it has no additional comments on, supplement the Proxy Statement). Each of The Buyers shall cooperate with the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use Company in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause preparation of the Proxy Statement, as so correctedand without limiting the generality of the foregoing, to be filed with the SEC Company and disseminated the Buyers shall promptly furnish to the Company Stockholders, other such information relating to it and its affiliates and the Approval Matters and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any change in each case as and such information. If at any time prior to the extent required by applicable Laws. The Special Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall provide Parentpromptly prepare and mail to its stockholders such an amendment or supplement; provided, Acquisition Sub and their counsel a however, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing the Buyers the reasonable opportunity to review and comment on thereon and without the approval of the Buyers, which approval shall not be unreasonably withheld. The Company and its counsel shall use reasonable efforts to permit the Buyers and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Approval Matters; provided, however, that in the event that such participation by the Buyers does not take place, the Company shall promptly inform the Buyers of the content of all such communications and the participants involved therein that specifically relate to the Proxy Statement, this Agreement or the Approval Matters. The Company agrees to include in the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments recommendation of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsCompany's Board of Directors.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Market Central Inc), Stock Purchase Agreement (Goldstein William A)
Proxy Statement. (a) If the The Company Stockholders are required shall, subject to Parent’s compliance with its obligations under the DGCL to adopt this Agreement in order to consummate the MergerSection 6.1, as soon as practicable following the Appointment Timedate of this Agreement and in any event within fifteen (15) business days, prepare and file with the Company, Parent and Acquisition Sub shall jointly prepareSEC the Proxy Statement in preliminary form, and the Company shall file use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the SEC, receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for use in connection additional information and shall supply Parent with the solicitation copies of proxies from all written correspondence between the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyor any of its representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of respect to the Proxy Statement. Subject If at any time prior to applicable Lawreceipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall use reasonable best efforts promptly prepare and mail to cause its stockholders such an amendment or supplement. Prior to filing or mailing the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, (or that it has no additional comments onany amendment or supplement thereto), the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their 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, Sub and their counsel. Parent shall furnish to the Company all information concerning Parent and Sub as may be reasonably requested by the Company in connection with the Proxy Statement, including such information that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement prior to and the filing thereof with resolution of comments from the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, establish a record date for the Company or its counsel may receive from Stockholders Meeting, commence a broker search pursuant to Section 14a-13 of the SEC or its staff with respect to Exchange Act in connection therewith and thereafter mail the Proxy Statement to the Company’s stockholders as promptly as reasonably practicable after such receiptbeing informed by the SEC staff that the SEC will have no further comments on the document. Subject to the terms and conditions of this Agreement, and the Proxy Statement shall contain the recommendation of the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate Board of Directors in the formulation favor of any response to any such comments adoption of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsthis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hospira Inc), Agreement and Plan of Merger (Pfizer Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable Promptly following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly preparedate hereof, and in no event later than thirty (30) days after the date hereof, the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, which shall, subject to Section 5.3, include the Company Board Recommendation, and thereafter shall use reasonable best efforts to respond promptly to any comments by the SEC staff in respect of the Proxy Statement for use in connection with the solicitation Statement. Each of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)Merger Sub, on the other hand, will furnish all information concerning it and its Affiliates, if applicable, as the other party may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject The Proxy Statement shall comply as to form in all material respects with the applicable Law, provisions of the Exchange Act and the rules and regulations thereunder. The Company will use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing and the Company shall use its reasonable best efforts to cause the Proxy Statement to be disseminated mailed to the Company Stockholders Company’s shareholders as promptly as practicable following reasonably practicable, and in no event later than five (5) Business Days, after the filing thereof with Company learns that the preliminary Proxy Statement will not be reviewed or that the SEC and confirmation from staff has no further comments thereon. Prior to filing or mailing the definitive Proxy Statement or filing any other required documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC that it will not comment on, or that it has no additional comments onits staff with respect thereto, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable Parent with an opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, such documents or responses and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub Parent and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)its counsel. The Company shall provide in writing to Parent, Acquisition Sub and their counsel will notify Parent promptly of the receipt of any comments from the SEC or other communications, whether written its staff and of any request by the SEC or oral, its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or its counsel may receive from and the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and or the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsContemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starrett L S Co), Agreement and Plan of Merger (Starrett L S Co)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as practicable following the Appointment Timeand in any event no later than thirty (30) days after execution of this Agreement, the Company, Parent Nextera shall prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC under the Exchange Act. Nextera will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Buyer and Nextera shall cooperate with each other in the preparation of the Proxy Statement, and Nextera shall notify Buyer of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Buyer promptly copies of all correspondence between Nextera or any representative of Nextera or Sellers and the SEC. Subject Nextera shall give Buyer and its counsel the opportunity to applicable Lawreview and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Nextera Stockholders prior to their being filed with, or sent to, the Company SEC or mailed to such Nextera Stockholders and shall give Buyer and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Nextera Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to the Nextera Stockholders. Each of Sellers, Nextera and Buyer agrees to use its commercially reasonable best efforts efforts, after consultation with the other Parties hereto, to cause respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, Nextera shall mail the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy StatementNextera Stockholders. Each of the CompanySellers, Parent Nextera and Acquisition Sub Buyer promptly shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use and used in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company , and Nextera shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Nextera Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentslaw.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nextera Enterprises Inc), Asset Purchase Agreement (Fti Consulting Inc)
Proxy Statement. (a) If As soon as practicable after the execution of this Agreement, the Company Stockholders are required under and Purchaser shall promptly prepare and file a preliminary Proxy Statement with the DGCL SEC with respect to adopt this Agreement in order to consummate the Merger, as soon as practicable following which Proxy Statement shall include the Appointment Timerecommendation of the Special Committee that shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger and the other transactions contemplated hereby and thereby and the determination of the Special Committee that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of, the shareholders of the Company, Parent . Each of the parties hereto shall notify the other parties hereto promptly of the receipt by it of any comments from the SEC or its Staff and Acquisition Sub shall jointly prepare, and of any request of the Company shall file with the SEC, SEC for amendments or supplements to the Proxy Statement or for use in connection additional information and will supply the other parties hereto with the solicitation copies of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent all correspondence between it and Acquisition Sub, as the case may be, shall furnish all information concerning the Companyits representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or the members of its Staff or any other governmental officials, on the other hand, as and will provide the other may reasonably request in connection parties and their counsel with the preparation and filing opportunity to participate, including by way of discussions with the SEC or its Staff, in the response of such party to such comments, with respect to the Proxy Statement. Subject to applicable Lawthe foregoing sentence, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as shall, after consultation with Purchaser, respond promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receiptand any preliminary version thereof. The Company and Purchaser each shall use its reasonable efforts to obtain and furnish the information required to be included in the Proxy Statement. If at any time prior to the time of approval and adoption of this Agreement by the Company's shareholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, and the Company shall provide Parentpromptly prepare and mail to its shareholders such amendment or supplement. The Company shall not mail the Proxy Statement or, Acquisition Sub except as required by the Exchange Act or the rules and their counsel a reasonable opportunity to participate in the formulation of regulations promulgated thereunder, any response to any such comments of the SEC amendment or its staff (including a reasonable opportunity to review and comment on any such responsesupplement thereto, to which the Company's shareholders unless the Company shall give reasonable and good faith consideration has first obtained the consent of Purchaser to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsmailing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digital Link Corp), Agreement and Plan of Merger (DLZ Corp)
Proxy Statement. (a) If As promptly as reasonably practicable after the Company Stockholders are required under execution of this Agreement, and not later than 30 calendar days after the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Timedate hereof, the Company, in cooperation with the Parent, shall prepare and file with the SEC the Proxy Statement. The Company shall respond to any comments of the SEC or its staff as promptly as practicable and shall cause the Proxy Statement to be mailed to its shareholders on or prior to the fifth business day after the resolution of any such comments or, if the SEC staff informs the Company that it does not intend to review the Proxy Statement, on or prior to the fifth business day following such tenth calendar day. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and Acquisition Sub of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall jointly preparesupply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall file use reasonable best efforts to cause all documents that it is responsible for filing with the SECSEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law (it being understood that the Company shall not be responsible for any information furnished solely by the Parent or any of its Affiliates for use in any such documents). Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement for use in connection (or any amendment or supplement thereto) or responding to any comments of the SEC with the solicitation of proxies from respect thereto, the Company Stockholders for use at (i) shall provide the Company Stockholder MeetingParent a reasonable opportunity to review and comment on such document or response and (ii) shall consider in good faith all comments reasonably proposed by the Parent. The Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Parent or the Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on promptly inform the other hand, as the other may reasonably request of such occurrence and cooperate in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding or any other government officials, and/or mailing to shareholders of the Company, such commentsamendment or supplement. The Parent shall cooperate with the Company and promptly provide the Company with any information it reasonably requests so that the Company may fulfill its obligations under this Section 6.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (Costa Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as reasonably practicable following after the Appointment Timedate hereof, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall prepare the Company Proxy Statement, file such proxy statement and such other reports, schedules or other information (including without limitation Schedule 13E-3 under the Exchange Act) as may be required with the SEC, respond to comments of the staff of the SEC, if any, file the definitive proxy statement as soon as practicable, and promptly thereafter mail such proxy statement to all holders of record (as of the applicable record date) of Existing Shares. The Company and Recap shall cooperate reasonably with each other in the preparation of the proxy statement and such other materials. Recap shall provide the Company and any of its Affiliates with any information for inclusion in the Company Proxy Statement for use or any other filings required to be made by the Company or any of its Affiliates with any Governmental Entity in connection with the solicitation of proxies from transactions contemplated by this Agreement which may be required under applicable law and which is reasonably requested by the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respectAffiliates. The Company agrees that Recap shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a given reasonable opportunity to review and comment on the Proxy Statement proxy statement and such other materials and to approve the proxy statement and such other materials prior to its filing (which approval will not be unreasonably withheld) and thereafter to participate in discussions concerning the filing thereof with comments of the SEC, SEC staff and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel approve all responses thereto (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicablewhich approval will not be unreasonably withheld). The Company shall provide in writing promptly notify Recap of the receipt of the comments of the SEC and of any request from the SEC for amendments or supplements to Parentthe Company Proxy Statement or for additional information, Acquisition Sub and their counsel any comments or other communications, whether written or oral, will promptly supply Recap with copies of all correspondence between the Company or its counsel may receive from representatives, on the one hand, and the SEC or members of its staff staff, on the other hand, with respect to the Company Proxy Statement or the Merger. If at any time prior to the Special Meeting any event should occur which is required by applicable law to be set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company will promptly after inform Recap. In such receiptcase, the Company, with the cooperation of Recap, will, upon earning of such event, promptly prepare and mail such amendment or supplement; provided, that prior to such mailing, the Company shall provide Parent, Acquisition Sub consult with Recap with respect to such amendment or supplement and their counsel a shall afford Recap reasonable opportunity to participate in comment thereon. The Company will notify Recap at least 24 hours prior to the formulation of any response to any such comments mailing of the SEC Company Proxy Statement, or its staff (including a reasonable opportunity to review and comment on any such responseamendment or supplement thereto, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with stockholders of the SEC or its staff regarding any such commentsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interdent Inc), Agreement and Plan of Merger (Green Equity Investors Iii Lp)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as practicable following the Appointment Timeexecution of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement with respect to the Company Shareholders Meeting, and use its reasonable good faith efforts to have a Proxy Statement cleared by the SEC and mailed to the Company, Parent 's shareholders. Holdings and Acquisition Merger Sub shall jointly prepare, and the Company shall file cooperate with the SEC, the Proxy Statement for use each other in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject The Proxy Statement (i) shall contain (A) subject to applicable Law, the fiduciary duties of the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to Board, statements of the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or Board that it has no additional comments on(x) determined that this Agreement and the transactions contemplated hereby, including the Proxy Statement. Each Merger, are fair to and in the best interests of the shareholders of the Company, Parent (y) declared the Merger and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, this Agreement to be filed advisable and (z) recommended unanimously that the shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and (B) the written opinion of U.S. Bancorp Xxxxx Xxxxxxx and (ii) shall comply as to form and content in all material respects with the SEC applicable provisions of the federal securities laws. Holdings and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company its counsel shall provide Parent, Acquisition Sub and their counsel a reasonable be given an opportunity to review and comment on upon the Proxy Statement and any amendment or supplement thereto prior to the filing thereof with the SEC, and the Company shall give reasonable and consider any such comments in good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)faith. The Company shall agrees to provide in writing to Parent, Acquisition Sub Holdings and their its counsel any comments or other communications, whether written or oral, which the Company or its counsel may receive from the staff of the SEC or its staff with respect to the Proxy Statement promptly after such receiptreceipt thereof. Holdings and Merger Sub will promptly supply to the Company in writing, for inclusion in the Proxy Statement, all information concerning Holdings and Merger Sub required by law, rule or regulation to be included in the Proxy Statement. The Company, Holdings and Merger Sub agree to promptly correct any information provided by any of them for use in the Proxy Statement which shall have become false or misleading in any respect, and the Company shall provide Parentfurther agrees to take all steps reasonably necessary to cause such Proxy Statement as so corrected to be filed with the SEC and disseminated to the Company's shareholders, Acquisition Sub in each case as and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments extent required by the applicable provisions of the SEC or federal securities laws. The Company agrees to use its staff (including a reasonable opportunity best efforts, after consultation with the other parties hereto, and each of Holdings and Merger Sub agree to review and comment on any such response, use its reasonable best efforts to which promptly provide the Company shall give reasonable and good faith consideration with any information necessary to respond promptly to any comments made by Parentthe Commission with respect to the Proxy Statement and any preliminary version thereto or amendment thereof, Acquisition filed by it, and each of the Company, Holdings and Merger Sub and their counsel) and shall use reasonable efforts to participate in any discussions with cause the SEC or its staff regarding any such commentsProxy Statement to be mailed to the Company's shareholders at the earliest practicable time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Mg Waldbaum Co)
Proxy Statement. Unless the Board of Directors (aor a duly authorized committee thereof) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Mergerhas made a Change of Recommendation, as soon promptly as reasonably practicable following after the Appointment Timedate hereof, the Company, assuming timely performance by Parent and Acquisition Merger Sub shall jointly prepareof their obligations under this Section 6.2, and the Company shall prepare and file with the SEC, SEC the Proxy Statement for use Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents required by the Exchange Act in connection with the solicitation of proxies from Merger and the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one handother transactions contemplated hereby, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the Company will cooperate with each other hand, as the other may reasonably request in connection with the preparation of the Proxy Statement and filing any such other filings; provided that in no event shall the Company be required to file with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with No-Shop Period Start Date. Each of Parent and Merger Sub will, as promptly as possible, furnish to the SECCompany the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. Unless the Board of Directors (or a duly authorized committee thereof) has made a Change of Recommendation, and the Company shall give use its reasonable and good faith consideration best efforts to any resolve all SEC comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receiptreceipt thereof. Each of Parent, Merger Sub and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity agree to participate correct any information provided by it for use in the formulation Proxy Statement which shall have become false or misleading and the Company and Parent shall cooperate in the prompt filing with the SEC and dissemination to the stockholders of the Company of any response necessary amendment of, or supplement to, the Proxy Statement to the extent required by applicable Law. The Company shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and shall promptly provide to the Parent copies of all written correspondence with the SEC with respect to the Proxy Statement or the transactions contemplated hereby. Subject to applicable Law, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any such comments of the SEC with respect thereto, the Company shall (unless and until a Change of Recommendation has occurred or its staff (including in connection with the matters described in Section 6.1) provide Parent with a reasonable opportunity to review and to propose reasonable comments on such document or response and shall consider in good faith comments reasonably proposed by Parent; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment on any such responseof Parent in the event of a Change of Recommendation. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable, to which provided, that the Company shall give reasonable not be required to mail the Proxy Statement prior to the date that is ten (10) Business Days after the later of (i) the date the SEC staff confirms that it has no further comments thereon or that it will not review the Proxy Statement and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel(ii) and to participate in any discussions the No-Shop Period Start Date. All documents that the Company is responsible for filing with the SEC or its staff regarding any such commentsin connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)
Proxy Statement. (a) If As promptly as practicable after execution of this Agreement, the Company Stockholders are required shall prepare the Proxy Statement, which shall include the Directors’ Recommendation (the “Proxy Statement”), file the Proxy Statement with the SEC under the DGCL Exchange Act, and use all reasonable efforts to adopt this Agreement have the Proxy Statement cleared by the SEC. Purchaser and the Company shall cooperate with each other in order to consummate the Merger, as soon as practicable following preparation of the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepareProxy Statement, and the Company shall file notify Purchaser of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Purchaser promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Purchaser and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Purchaser and its counsel the opportunity to review all amendments and supplements to the Proxy 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 and Purchaser each agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause mail the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each stockholders of the Company. Prior to the date of approval of this Agreement by the Company’s stockholders, Parent each of the Company and Acquisition Sub Purchaser shall correct promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use to be used specifically in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The respect and the Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed file with the SEC and cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholdersstockholders of the Company, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentslaw.
Appears in 2 contracts
Samples: Company Stock Purchase Agreement (Tracinda Corp), Company Stock Purchase Agreement (Delta Petroleum Corp/Co)
Proxy Statement. (a) If the The Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Mergerwill, as soon promptly as practicable following possible after the Appointment Timedate of this Agreement, the Company, Parent prepare and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Commission a preliminary Proxy Statement for use on Schedule 14A under the Exchange Act with respect to the Company Stockholders’ Meeting in connection with the solicitation of proxies from transactions contemplated by this Agreement. The Parent and the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all will provide each other with any information concerning the Companyitself, on the one hand, its Subsidiaries and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request Affiliates required in connection with order to effectuate the preparation and filing with the SEC of the preliminary Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause will cooperate and provide the Proxy Statement, as so corrected, to be filed Parent (and its counsel) with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendment or supplement to the Proxy Statement prior to the filing thereof such with the SECCommission, will accept all reasonable additions, deletions or changes suggested in connection therewith, and will provide the Company shall give reasonable and good faith consideration to any comments Parent with a copy of all such filings made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)with the Commission. The Company shall provide in writing to Parent, Acquisition Sub and their counsel will notify the Parent upon the receipt of any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC Commission or its staff in connection with respect to the filing Agreement and Plan of Merger of, or amendments or supplements to, the preliminary Proxy Statement promptly after such receipt, Statement. The Company will cooperate and provide the Company shall provide Parent, Acquisition Sub Parent (and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such responsestatement with the Commission, to which and will provide the Parent with a copy of all such filings made with the Commission. As promptly as possible after comments are received from the Commission thereon and after the furnishing by the Company shall give reasonable and good faith consideration the Parent of all information required to any comments made by Parentbe contained therein, Acquisition Sub and their counsel) and to participate in any discussions the Company will file with the SEC or Commission a revised Proxy Statement and will use its staff regarding any such commentsreasonable best efforts to have it cleared by the Commission as soon thereafter as possible. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest possible time after it is cleared by the Commission.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (Marimba Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the MergerShort Form Threshold has not been reached, then as soon promptly as practicable following after (and in any event within ten (10) Business Days following) the Appointment Acceptance Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall prepare and file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the The Company shall use commercially reasonable best efforts efforts: (i) to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof comply with the SEC applicable rules and confirmation from regulations promulgated by the SEC that it will not SEC; (ii) to promptly notify Parent of, cooperate with Parent with respect to, provide Parent (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or that it has no additional comments on, its staff with respect to the Proxy Statement. Each of the Company, ; and (iii) to provide Parent (and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed counsel) with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, and any amendment or supplement thereto, prior to filing of any such document with the filing thereof SEC. The Company shall cause the Proxy Statement to be filed with the SEC, and the Company shall give use commercially reasonable and good faith consideration efforts to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to cause the Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as practicable after such receipt, the Proxy Statement is cleared by the SEC. Each of Parent and the Company shall provide Parentpromptly furnish the other party all information concerning such party, Acquisition Sub its Subsidiaries and their counsel a reasonable opportunity to participate stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 6.1. If either Parent or the formulation Company becomes aware of any response information that should be disclosed in an amendment or supplement to any the Proxy Statement, then such comments of party: (i) shall promptly inform the SEC or other party thereof; (ii) shall provide the other party (and its staff (including counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such responseamendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to which the stockholders of the Company shall give reasonable and good faith consideration to any comments made by or Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such comments.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allos Therapeutics Inc), Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc)
Proxy Statement. (a) If As soon as reasonably practicable after the date of this Agreement, the Company Stockholders are required under will prepare and file with the DGCL SEC the Proxy Statement, which shall comply with all of the requirements of the Exchange Act and the Securities Act (and the rules and regulations thereunder) applicable thereto. The Company shall mail the Proxy Statement to adopt this Agreement the holders of Company Common Stock in order advance of the Company Meeting. Except to consummate the Merger, as soon as practicable following extent that the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and board of directors of the Company shall file with the SEChave effected a Company Change of Recommendation as permitted by this Agreement, the Proxy Statement for use in connection with the solicitation of proxies from shall include the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy StatementBoard Recommendation. Subject to applicable Lawa Company Change of Recommendation as permitted by this Agreement, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation to: (i) solicit from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each holders of Company Common Stock proxies in favor of the Company, Parent adoption of this Agreement and Acquisition Sub shall promptly correct any information provided approval of the Merger; and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respectapplicable Law. The Company shall take all steps necessary keep BancShares, FCB, and Merger Sub updated with respect to cause proxy solicitation results as requested by BancShares, FCB, or Merger Sub. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of BancShares (other than: (A) in order to obtain a quorum of its shareholders; or (B) to allow reasonable additional time after the filing and mailing of any supplemental or amended disclosures to the Proxy Statement for compliance with applicable legal requirements). The Company shall have responsibility for preparing and filing the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to provided that the Company Stockholdersshall afford BancShares and its legal, in each case as financial, and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their counsel accounting advisors a reasonable opportunity to review and comment provide comments on (i) the Proxy Statement prior to the filing thereof before it is filed with the SEC, SEC and the Company shall give reasonable (ii) all amendments and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect supplements to the Proxy Statement promptly after such receiptand all responses to requests for additional information and replies to comments relating to the Proxy Statement before the same are filed with or submitted to the SEC. The Company, to the extent permitted by Law, shall deliver to BancShares copies of all material filings, correspondence, orders, and documents with, to, or from Governmental Entities, and shall promptly relay to the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in other Parties the formulation substance of any response material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Proxy Statement or any such comments of the SEC documents or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsmaterials related thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entegra Financial Corp.), Agreement and Plan of Merger (First Citizens Bancshares Inc /De/)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon As promptly as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliateswithin 15 Business Days after the date of this Agreement, if applicablepracticable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to prepare and cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC the Proxy Statement. Parent shall provide, as promptly as reasonably practicable, such information regarding Parent and disseminated to Acquisition Sub as is required and is reasonably requested by the Company Stockholdersfor inclusion in the Proxy Statement. Other than with respect to an Adverse Recommendation Change and disclosures relating thereto, in each case as and to the extent required by applicable Laws. The Company shall consult with Parent and provide Parent, Acquisition Sub Parent and their its counsel a reasonable opportunity to review and comment on the Proxy Statement prior and any amendments or supplements thereto (and to review and comment on any comments of the filing thereof with SEC or its staff on the SECProxy Statement or any amendments or supplements thereto), and the Company shall give reasonable and good faith consideration to any reasonably consider all comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable)prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Legal Requirements. The Company shall promptly provide in writing to Parent, Acquisition Sub Parent and their its counsel with a copy or description of any comments or other communications, whether written or oral, received by the Company or its legal counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receiptor any amendment or supplement thereto, and shall respond promptly to any such comments. Subject to compliance with applicable Legal Requirements, the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity cause the Proxy Statement to participate in be mailed to the formulation of any response to any such comments of Company’s stockholders as promptly as practicable after the earlier of: (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement; and (including a reasonable opportunity ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to review and comment on any such responseof the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to which the Proxy Statement, then the Company shall give reasonable promptly inform Parent thereof and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or its staff regarding any such commentssupplement to the stockholders of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altera Corp), Agreement and Plan of Merger (Intel Corp)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as As soon as practicable following the Appointment Timeand in any event no later than ten (10) days after execution of this Agreement, the CompanyCompany shall prepare the preliminary Proxy Statement and file the preliminary Proxy Statement with the SEC under the Exchange Act. The Company shall use all reasonable efforts to have the preliminary Proxy Statement cleared by the SEC. Parent, Parent Acquiror and Acquisition Sub the Company shall jointly preparecooperate with each other in the preparation of the Proxy Statement, and the Company shall file notify Acquiror of the receipt of any comments of the SEC with the SEC, respect to the Proxy Statement and of any requests by the SEC for use in connection with the solicitation any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of proxies from all correspondence between the Company Stockholders for use at or any representative of the Company Stockholder Meetingand the SEC. The Company, Parent shall promptly provide the Company with such information regarding Parent and Acquisition Sub, its Subsidiaries as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement be required to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use included in the Proxy Statement if and or as may be reasonably required to respond to any comment of the extent that such information shall have become false or misleading in any material respectSEC. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC give Parent and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Acquisition Sub and their its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof and any other documents filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect mailed to the Proxy Statement promptly after such receiptCompany Stockholders prior to their being filed with, and the Company shall provide Parentor sent to, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or mailed to the Company Stockholders and shall give Parent and its staff (including counsel a reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and any such responseother documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to Company Stockholders. Each of the Company, Parent and Acquiror agrees to use all reasonable efforts, after consultation with the other parties hereto, to which respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to the Stockholders of record, as of the record date established by the Board of Directors of the Company. Each of the Company, Parent and Acquiror promptly shall correct any information provided (or its staff regarding omitted) by it and used in the Proxy Statement that shall have become false or misleading in any such commentsmaterial respect to ensure that the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trammell Crow Co), Agreement and Plan of Merger (Cb Richard Ellis Group Inc)
Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon As promptly as practicable and in any event no later than the later to occur of the 15th Business Day or the filing of the Registration Statements following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Lawdate hereof, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated (i) prepare and file a proxy statement in preliminary form relating to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment onMeeting (such proxy statement, including any amendment or that it has no additional comments onsupplement thereto, the “Proxy Statement. Each of the Company”) (ii) subject to Section 7.2, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use include in the Proxy Statement if and the Company Recommendation, (iii) furnish the information required to be provided to the extent that such information shall have become false or misleading holders of Shares pursuant to Delaware Law, the Exchange Act and any other applicable Laws and (iv) use its reasonable efforts to solicit from holders of all of the Shares proxies in any material respect. The Company shall favor of the adoption of this Agreement and the approval of the Merger and take all steps other action reasonably necessary or advisable to cause secure the approval of stockholders required by the DGCL and any other applicable Law and the Charter and By-Laws (if applicable) to effect the Merger; provided, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement, as so corrected, to be Statement before it is filed with the SEC and disseminated to the Company Stockholdersshall give due consideration to all reasonable additions, in each case as deletions, or changes thereto suggested by Parent, Merger Sub and to the extent required by applicable Lawstheir counsel. The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto, or for additional information, and shall provide to Parent, Acquisition after Parent, Merger Sub and their counsel shall have had a reasonable opportunity to review and comment on the Proxy Statement prior and draft correspondence and due consideration has been given to such comments by the Company, copies of all correspondence between the Company and/or any of its Representatives and the SEC. The Company and Parent shall each use reasonable best efforts to promptly provide satisfactory responses to the filing thereof SEC with respect to all comments received on the Proxy Statement by the SEC, and the Company shall give reasonable and good faith consideration cause the definitive Proxy Statement to any be mailed as promptly as practicable after the date the SEC staff advises that it has no further comments made by Parentthereon, Acquisition Sub and their counsel (it being understood or that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to commence mailing the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsStatement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Proxy Statement. Seller shall engage a proxy solicitation firm (awhich proxy solicitation firm shall be reasonably acceptable to Purchaser) If and prepare (with the Company Stockholders are required under reasonable assistance of Purchaser) and file a preliminary proxy statement relating to the DGCL to adopt this Agreement in order to consummate Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the Merger, “Proxy Statement”) as soon as practicable following the Appointment Timedate hereof (and, in any event, within 10 Business Days from the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file date of this Agreement) with the SEC, the Proxy Statement for use SEC and Seller and Purchaser shall cooperate with each other in connection with the solicitation preparation of proxies the foregoing; provided, that if such 10 Business Day period is deemed insufficient in Seller’s good faith, reasonable judgment for the fulsome preparation and filing of the Proxy Statement, then with the consent of Purchaser (such consent not to be unreasonably withheld or delayed), such period shall be extended for 5 additional Business Days. Seller shall use its reasonable best efforts to deliver an initial draft of the Proxy Statement to Purchaser within 5 Business Days of the date of this Agreement. The Proxy Statement shall include the Board Recommendation. Seller shall use its reasonable best efforts to respond (with the reasonable assistance of Purchaser) as promptly as practicable to any comments of the SEC or its staff, and to cause the Proxy Statement to be mailed to Seller’s stockholders at the earliest practicable time after the resolution of all such comments. Seller shall notify Purchaser promptly of the receipt of any comments from the Company Stockholders SEC or its staff and of any request by the SEC or its staff for use at amendments or supplements to the Company Stockholder Meeting. The Company, Parent Proxy Statement or for additional information and Acquisition Sub, as the case may be, shall furnish will supply Purchaser with copies of all information concerning the Companycorrespondence between Seller or any of Seller’s Representatives, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable)the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Transactions as promptly as commercially practical after receipt thereof. If at any time prior to the other Stockholders’ Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, Seller shall promptly after becoming aware thereof, inform Purchaser of such fact or event and prepare (with the reasonable assistance of Purchaser) and mail to its stockholders such an amendment or supplement, in each case to the extent required by applicable Law. Purchaser shall cooperate with Seller in the preparation of the Proxy Statement or any amendment or supplement thereto. Without limiting the generality of the foregoing, Purchaser will furnish to Seller in writing all information as Seller may reasonably request in connection with the foregoing and the preparation of the proxy Statement, including all information relating to it required by the Exchange Act and filing with the SEC of rules and regulations promulgated thereunder to be set forth in the Proxy Statement. Subject to applicable Law, notwithstanding anything to the Company shall use reasonable best efforts contrary contained herein, prior to cause filing or mailing the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the or filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholdersrequired filings (or, in each case as and case, any amendment or supplement thereto) or responding to any comments of the extent required by applicable Laws. The Company SEC with respect thereto, Seller shall provide Parent, Acquisition Sub and their counsel Purchaser with a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, or respond and the Company shall give reasonable and consider in good faith consideration to any comments made reasonably proposed by Parent, Acquisition Sub Purchaser and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any not unreasonably exclude the comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made provided by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such commentsPurchaser.
Appears in 1 contract
