Additional Company Actions. (i) As promptly as practicable after the commencement of the Offer, following the filing of the Schedule TO (and in any event within three (3) Business Days after the filing of the Schedule TO), the Company shall file with the SEC and disseminate to holders of Company Common Stock, Company Class B Stock and Company Class C Stock, in each case as and to the extent required by applicable United States securities laws, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement and, subject to Section 5.3, shall include the Company Board Recommendation. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with other applicable laws. (ii) The Company shall cause the Schedule 14D-9 (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to 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 no covenant is made by the Company with respect to information supplied by or on behalf of Parent I or Merger Sub I for inclusion or incorporation by reference in the Schedule 14D-9. (iii) Each of Parent I, Merger Sub I and the Company: (i) shall promptly respond to any comments (including oral comments) of the SEC or its staff with respect to the Schedule 14D-9 and (ii) to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Company Common Stock, Company Class B Stock and Company Class C Stock. (iv) Parent I and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including all amendments and supplements thereto and including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC and the Company shall give reasonable consideration to any such comments made by Parent I or its counsel. The Company shall promptly provide Parent I and its legal counsel with a copy or a description of any comments (including oral comments) received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9. (v) The Buyer Parties shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning the Buyer Parties or their respective Affiliates that may be required or reasonably requested in connection with the Schedule 14d-9 or any action contemplated by this Section 2.2(b)(v).
Appears in 1 contract
Additional Company Actions. (i) As promptly as practicable after On the date of the commencement of the Offer, following the filing of the Schedule TO (and in any event within three (3) Business Days after the filing of the Schedule TO), the Company shall file with the SEC and disseminate to holders of Company Common Stock, Company Class B A Stock and Company Class C B Stock, in each case as and to the extent required by applicable United States securities laws, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement and, subject to Section 5.3, shall include the Company Board Recommendation. The Company shall cause the Schedule 14D-9 to be filed and disseminated to holders of Shares as promptly as practicable after the filing and dissemination thereof to comply of the Schedule TO in all material respects a manner that complies with the applicable requirements of Rule 14d-9 under the Exchange Act and the rules and regulations thereunder and with other applicable laws.
(ii) The Company shall cause the Schedule 14D-9 (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to 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 no covenant is made by the Company with respect to information supplied by or on behalf of Parent I or Merger Sub I for inclusion or incorporation by reference in the Schedule 14D-9.
(iii) Each of Parent IParent, Merger Sub I and the Company: (i) shall promptly respond to any comments (including oral comments) of the SEC or its staff with respect to the Schedule 14D-9 and (ii) to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Company Common Stock, Company Class B A Stock and Company Class C B Stock.
(iv) Parent I and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including all amendments and supplements thereto and including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC and the Company shall give reasonable consideration to any such comments made by Parent I or its counsel. The Company shall promptly provide Parent I and its legal counsel with a copy or a description of any comments (including oral comments) received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9.
(v) The Buyer Parties shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning the Buyer Parties or their respective Affiliates that may be required or reasonably requested in connection with the Schedule 14d-9 or any action contemplated by this Section 2.2(b)(v).
Appears in 1 contract
Additional Company Actions. (i) As promptly as practicable after the commencement of the Offer, following the filing of the Schedule TO (and in any event within three (3) Business Days after the filing of the Schedule TO), the Company shall file with the SEC and disseminate to holders of Company Common Stock, Company Class B Stock and Company Class C StockShares, in each case as and to the extent required by applicable United States securities laws, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement and, subject to Section 5.3, shall include reflect the Company Board Recommendation. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with other applicable lawsLaws.
(ii) The Company shall cause the Schedule 14D-9 (i) to comply in all material respects with the Exchange Act and other applicable laws Laws and (ii) to 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 no covenant is made by the Company with respect to information supplied by or on behalf of Parent I or Merger Sub I for inclusion or incorporation by reference in the Schedule 14D-9.
(iii) Each of Parent IParent, Merger Sub I and the Company: (i) shall promptly respond to any comments (including oral comments) of the SEC or its staff with respect to the Schedule 14D-9 and (ii) to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Company Common Stock, Company Class B Stock and Company Class C StockShares.
(iv) Parent I and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including all amendments and supplements thereto and including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC and the Company shall give reasonable consideration to any such comments made by the Parent I or its counsel. The Company shall promptly provide Parent I and its legal counsel with a copy or a description of any comments (including oral comments) received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9.
(v) The Buyer Parties Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning the Buyer Parties Parent or their respective Affiliates Merger Sub that may be required or reasonably requested in connection with the Schedule 14d-9 or any action contemplated by this Section 2.2(b)(v).
Appears in 1 contract
Additional Company Actions. (i) As promptly as practicable after On the commencement of the OfferOffer Commencement Date, following the filing of the Schedule TO (and in any event within three (3) Business Days after the filing of the Schedule TO), the Company shall shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC and disseminate to holders of Company Common Stock, Company Class B Stock and Company Class C Stock, in each case as and to the extent required by applicable United States securities lawsSEC, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement Agreement, shall include a notice of appraisal rights in compliance with Section 262 of the DGCL, and, subject to Section 5.3, shall include reflect the Special Committee Recommendation and the Company Board Recommendation; provided that the Company shall, prior to filing the Schedule 14D-9 with the SEC, provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment thereon, and the Company will consider in good faith all reasonable additions, deletions or changes suggested thereto by the Company or its counsel. The Company shall cause the Schedule 14D-9 and to be disseminated to holders of shares of Company Common Stock as promptly as practicable after the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Schedule TO in a manner that complies with Rule 14d-9 under the Exchange Act Act, as and to the rules and regulations thereunder and with other extent required under applicable U.S. securities laws.
(ii) The Company shall cause the Schedule 14D-9 (iA) to comply in all material respects with the Exchange Act and other applicable laws Laws and (iiB) to 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 no covenant is made by the Company with respect to information supplied by or on behalf of Parent I or Merger Sub I for inclusion or incorporation by reference in the Schedule 14D-9.
(iii) Each of Parent I, Merger Sub I and the Company: (i) shall promptly respond Subject to any comments (including oral comments) of restrictions under applicable Law, the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Schedule 14D-9 and (ii) to without first providing the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Company Common Stock, Company Class B Stock and Company Class C Stock.
(iv) Parent I and its legal counsel shall be given other Party a reasonable opportunity to review and comment on such written communication, and each Party will consider in good faith all reasonable additions, deletions or changes suggested thereto by the Schedule 14D-9 other Parties or their respective counsel.
(including all amendments iv) The Company will advise Parent and supplements thereto and including any response to any comments (including oral comments) Merger Sub, promptly after it receives notice of a request by the SEC or its staff with respect theretofor (A) prior any amendment or revisions to the filing thereof with Schedule 14D-9; (B) any receipt of comments from the SEC and the Company shall give reasonable consideration to any such comments made by Parent I or its counselstaff on the Schedule 14D-9; or (C) any receipt of a request by the SEC or its staff for additional information in connection therewith. The Company shall use its reasonable best efforts to respond as promptly provide Parent I and its legal counsel with a copy or a description of as reasonably practicable to any comments (including oral comments) received by the Company or its legal counsel from of the SEC or its staff with respect to the Schedule 14D-9.
(v) The Buyer Parties shall promptly Each of Parent and Merger Sub will furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning it and its Affiliates, as applicable, as the Buyer Parties or their respective Affiliates that Company may be required or reasonably requested request in connection with the preparation and filing with the SEC of the Schedule 14d-9 14D-9. If at any time prior to the Offer Acceptance Time any information relating to Parent or Merger Sub or any action contemplated of their Affiliates should be discovered by this Section 2.2(b)(v)Parent or Merger Sub that should be set forth in an amendment or supplement to the Schedule 14D-9 so that such filing would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then Parent or Merger Sub, as applicable, will promptly notify the Company, and an appropriate amendment or supplement to such filing describing such information will be promptly prepared and filed with the SEC by the Company and, to the extent required by applicable Law or the SEC or its staff, disseminated to the Company Stockholders.
(vi) Subject to the requirements of applicable Law and provided that the Company shall not have made a Recommendation Change, the Company shall, and shall cause its directors, officers and employees to, and shall use its reasonable best efforts to cause its other applicable Representatives to, use their reasonable best efforts to make solicitations and recommendations to the record holders and beneficial owners of shares of Company Common Stock for purposes of causing the Minimum Condition to be satisfied.
Appears in 1 contract
Additional Company Actions. (i) As promptly as practicable after On the date of the commencement of the Offer, following the filing of the Schedule TO (and in any event within three (3) Business Days after the filing of the Schedule TO), the Company shall shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC and disseminate to holders of Company Common Stock, Company Class B Stock and Company Class C Stock, in each case as and to the extent required by applicable United States securities lawsSEC, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement Agreement, shall include a notice of appraisal rights in compliance with Section 262 of the DGCL, and, subject to Section 5.35.2, shall include reflect the Company Board Recommendation. The Company shall cause the Schedule 14D-9 and to be disseminated to holders of Shares as promptly as practicable after the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Schedule TO in a manner that complies with Rule 14d-9 under the Exchange Act Act, as and to the rules and regulations thereunder and with other extent required under applicable U.S. securities laws.
(ii) The Company shall cause the Schedule 14D-9 (i) to comply in all material respects with the Exchange Act and other applicable laws Laws and (ii) to 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 no covenant is made by the Company with respect to information supplied by or on behalf of Parent I or Merger Sub I for inclusion or incorporation by reference in the Schedule 14D-9.
(iii) Each of Parent IParent, Merger Sub I and the Company: (i) shall promptly respond to any comments (including oral comments) of the SEC or its staff with respect to the Schedule 14D-9 and (ii) to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Company Common Stock, Company Class B Stock and Company Class C StockShares.
(iv) Parent I and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including all amendments and supplements thereto and including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC SEC, and the Company shall give reasonable consideration to any such comments made by the Parent I or its counsel. The Company shall promptly provide Parent I and its legal counsel with a copy or a description of any comments (including oral comments) received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9.
(v) The Buyer Parties Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning the Buyer Parties Parent or their respective Affiliates Merger Sub that may be required or reasonably requested in connection with the Schedule 14d-9 or any action contemplated by this Section 2.2(b)(v1.2(b)(v).
Appears in 1 contract
Additional Company Actions. (i) As promptly as practicable after On the date of the commencement of the Offer, following the filing of the Schedule TO (and in any event within three (3) Business Days after the filing of the Schedule TO), the Company shall shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC and disseminate to holders of Company Common Stock, Company Class B Stock and Company Class C Stock, in each case as and to the extent required by applicable United States securities lawsSEC, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall reflect include a notice of appraisal rights in compliance with Section 262 of the terms and conditions of this Agreement DGCL, and, subject to Section 5.37.2, shall include reflect the Company Board Recommendation. The Company shall set the record date for the Company’s stockholders to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to the Company’s stockholders to the extent required by Section 262(d) of the DGCL. The Company shall cause the Schedule 14D-9 and to be disseminated to holders of Shares as promptly as practicable after the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Schedule TO in a manner that complies with Rule 14d-9 under the Exchange Act Act, as and to the rules and regulations thereunder and extent required under applicable U.S. securities laws. The Schedule 14D-9, together with other applicable lawsany Company Schedule 13E-3 filed pursuant to Section 2.1(e)(ii), shall be collectively referred herein as the “Schedule 14D-9 Documents”.
(ii) The Company shall cause the Schedule 14D-9 Documents, (iA) to comply in all material respects with the Exchange Act and the rules and regulations promulgated thereunder and other applicable laws Laws and (iiB) to 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 no covenant is made by the Company with respect to information supplied by or on behalf of Parent I or Merger Sub I for inclusion or incorporation by reference in the Schedule 14D-914D-9 Documents.
(iii) Each of Parent IParent, Merger Sub I and the Company: (iA) shall promptly respond to any comments (including oral comments) of the SEC or its staff with respect to the Schedule 14D-9 Documents and (iiB) to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, promptly correct any information provided by it for use in the Schedule 14D-9 Documents to the extent that such information shall be or shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the Schedule 14D-914D-9 Documents, in each case, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Company Common Stock, Company Class B Stock and Company Class C StockShares.
(iv) Unless a Change of Recommendation shall have occurred in accordance with Section 7.2(c), the Company shall (A) provide Parent I and its legal counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 Documents (including all amendments and supplements thereto and including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC (it being understood that Parent and the Company its counsel shall provide any comments thereon as soon as reasonably practicable), (B) give reasonable and good faith consideration to any such comments made by Parent I or and its counsel. The Company shall promptly counsel and (C) provide Parent I and its legal counsel with a copy reasonable opportunity to participate with the Company and its counsel in any discussions with the SEC or a description of other Governmental Entities with respect to any comments (including oral comments) received by the Company or its legal counsel from the SEC or its staff pursuant to (A) above, but only to the extent such participation is not prohibited by the SEC, applicable Law or other Governmental Entities. Unless a Change of Recommendation has occurred, the Company agrees to provide Parent, Mxxxxx Sub and their counsel with copies of any written comments, and shall inform Pxxxxx, Merger Sub and their counsel of any oral comments, that the Company or its counsel may receive from the SEC or its staff or any other Governmental Authorities with respect to the Schedule 14D-914D-9 Documents promptly after receipt of those comments (including oral comments).
(v) The Buyer Parties Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning the Buyer Parties Parent or their respective Affiliates Merger Sub that may be required or reasonably requested in connection with the Schedule 14d-9 or any action contemplated by this Section 2.2(b)(v)14D-9 Documents.
Appears in 1 contract
Additional Company Actions. (i) As promptly as practicable after the commencement of the Offer, following the filing of the Schedule TO (and in any event within three one (31) Business Days Day after the filing of the Schedule TO), the Company shall file with the SEC and disseminate to holders of Company Common Stock, Company Class B Stock and Company Class C StockShares, in each case as and to the extent required permitted by applicable United States securities laws, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement and, subject to Section 5.36.2, shall include the Company Board Recommendation. The Company shall also include in the Schedule 14D-9 a notice of appraisal rights, in compliance with Section 262 of the DGCL, that includes a description of the procedures for the holders of Dissenting Shares to demand an appraisal of such Dissenting Shares in accordance with the DGCL.
(ii) The Company shall cause (A) the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with other applicable laws.
(ii) The Company shall cause the Schedule 14D-9 (i) to comply in all material respects with the Exchange Act and other applicable laws Laws and (iiB) the Schedule 14D-9 to 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, and (C) the information with respect to the Company that the Company furnishes to Parent or Merger Sub specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, to 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 made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by the Company with respect to information supplied by or on behalf of Parent I or Merger Sub I for inclusion or incorporation by reference in the Schedule 14D-9.
(iii) Each of Parent IParent, Merger Sub I and the Company: (iA) shall take actions within its control to promptly respond to any comments (including oral comments) of the SEC or its staff with respect to the Schedule 14D-9 and (iiB) to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, shall promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Company Common Stock, Company Class B Stock and Company Class C StockShares.
(iv) Parent I and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including all amendments and supplements thereto and including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC and the Company shall give reasonable good faith consideration to any such comments timely made by the Parent I or its counsel. The Company shall promptly provide Parent I and its legal counsel with a copy or a description of any comments (including oral comments) received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9.
(v) The Buyer Parties Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning the Buyer Parties Parent or their respective Affiliates Merger Sub that may be required or reasonably requested in connection with the Schedule 14d-9 14D-9 or any action contemplated by this Section 2.2(b)(v1.1(h).
Appears in 1 contract
