Company Proxy Statement. (a) Following consummation of the Offer, if holding of the Company Stockholders' Meeting is required by Law in order to effect the Merger, the Company will, as promptly as practicable following consummation of the Offer but in any event within fifteen (15) days thereafter, file a preliminary Company Proxy Statement with the SEC and will use reasonable efforts to respond to any comments of the SEC or its staff and to cause the definitive Company Proxy Statement promptly to be mailed to the Company's stockholders. The Company will notify Parent promptly of the receipt of, and will respond promptly to, any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information, and will supply Parent with copies of all 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 Company Proxy Statement or the Merger. The Company shall give Parent an opportunity to review and comment on any correspondence with the SEC or its staff or any proposed materials to be included in the Company Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such materials to which Parent reasonably objects. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly notify Parent thereof and prepare and mail to its stockholders such amendment or supplement. Parent shall furnish to the Company such information concerning itself and Purchaser for inclusion in the Company Proxy Statement as may reasonably be requested by the Company and required to be included in the Company Proxy Statement under applicable Law. The Company shall include in the definitive Company Proxy Statement the recommendation set forth in Section 1.02(a) hereof and shall use all reasonable efforts to solicit, if so requested by Parent, from holders of Common Stock proxies in favor of the Merger and this Agreement and take all other actions reasonably necessary or, in the reasonable opinion of Purchaser, advisable to secure the approval of the Company's stockholders required by the DGCL in order to effect the Merger.
(b) Notwithstanding the foregoing, if the number of Shares owned by Parent, Purchaser and any other affiliate of ...
Company Proxy Statement. If Section 1.4 becomes applicable, the Company shall, as soon as reasonably practicable after the termination of the Offer pursuant to Section 1.4, prepare a preliminary form of the Company Proxy Statement (the "Company Preliminary Proxy Statement"). The Company shall (i) file the Company Preliminary Proxy Statement with the SEC promptly after it has been prepared in a form reasonably satisfactory to the Company and Parent and (ii) use commercially reasonable efforts to promptly prepare any amendments to the Company Preliminary Proxy Statement required in response to comments of the SEC or its staff or which the Company with the advice of counsel deems necessary or advisable and to cause the Company Proxy Statement to be mailed to the Company's stockholders as soon as reasonably practicable after the Company Preliminary Proxy Statement, as so amended, is cleared by the SEC.
Company Proxy Statement. Shareholder hereby agrees to permit the Company to publish and disclose in the Company Proxy Statement Shareholder’s identity and beneficial ownership of the Shares and the nature of Shareholder’s commitments under this Agreement to the extent required by applicable Law.
Company Proxy Statement. The information supplied by Parent and Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement (and any amendment thereof) will not, at the date first mailed to PRE’s shareholders and at the time of the PRE 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 made therein, in light of the circumstances under which they are made, not misleading.
Company Proxy Statement. 3.09(a) Company SEC Documents..................................................................................3.07
Company Proxy Statement. The Company Proxy Statement, including any amendments or supplements thereto, shall not, at the time filed with the SEC, as of the date mailed to the Company's stockholders or at the time of the Special 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 are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent or Merger Sub specifically for use in the Company Proxy Statement. The Company Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.
Company Proxy Statement. Upon Parent's or Merger Sub's request, as promptly as practicable following the purchase of shares of Company Common Stock pursuant to the Offer, if stockholder approval of the Merger is required by law, Company shall prepare and file the Company Proxy Statement in preliminary form with the SEC and shall use its best efforts to respond to the comments of the SEC, if any, in connection therewith and to furnish all information regarding Company required in the Company Proxy Statement (including, without limitation, financial statements and supporting schedules and certificates and reports of independent public accountants). Parent, Merger Sub and Company shall cooperate with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall furnish to Company the information relating to it required by the Exchange Act to be set forth in the Company Proxy Statement. Company shall cause the definitive Company Proxy Statement to be mailed to the stockholders of Company as promptly as practicable after filing with the SEC and, if necessary, after the definitive Company Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. Company shall not use any proxy material in connection with the meeting of its stockholders without Parent's prior approval.
Company Proxy Statement. As promptly as practicable after the date of this Agreement, the Company shall (i) prepare (with Parent’s reasonable cooperation) and file with the SEC and all applicable Canadian Securities Regulators and stock exchanges a proxy statement (as amended or supplemented from time to time, and together with the form of proxy, the “Company Proxy Statement”) to be sent to the stockholders of the Company relating to a special meeting of the stockholders of the Company (the “Company Stockholders Meeting”) to be held to consider the approval of this Agreement and (ii) in consultation with Parent, set a record date for the Company Stockholders Meeting and commence a broker search pursuant to Rule 14a–13 under the Exchange Act in connection therewith.
Company Proxy Statement. (1) With respect to each Election Meeting, RGGPLS shall have the right to include in the Company Proxy Statement with respect to the Class that is standing for election to the Board of Directors (or, if directors from more than one Class are to be elected, each such Class in which directors are to be elected):
(I) if the Percentage Interest of RGGPLS is equal to or greater than 20%, three (3) RGGPLS Nominees for each such Class that is standing for election to the Board of Directors; provided, however, that:
(A) prior to the occurrence of a Triggering Event, one (1) of the RGGPLS Nominees in each of Class I, Class II and Class III shall be an Independent Director; and
(B) after the occurrence of a Triggering Event, (x) for purposes of each of Class I and Class III, two (2) of such RGGPLS Nominees shall be Independent Directors in each such Class (provided that in the case of this clause (x), after a Xxxxxxx Termination Event, only one (1) of the RGGPLS Nominees for Class I shall be an Independent Director) and (y) for purposes of Class II, one (1) such RGGPLS Nominee shall be an Independent Director in such Class;
(II) if the Percentage Interest of RGGPLS is less than 20% but greater than or equal to 5%, one (1) RGGPLS Nominee (which not need be an Independent Director) for each of Class I and Class II, and two (2) RGGPLS Nominees (which need not be Independent Directors) for Class III; and
(III) if the Percentage Interest of RGGPLS is less than 5%, one (1) RGGPLS Nominee (which need not be an Independent Director) for each Class.
(2) With respect to each Election Meeting, Xxxxxxx shall have the right to include in the Company Proxy Statement with respect to the Class that is standing for election to the Board of Directors (or, if directors for more than one Class are to be elected, each such Class in which directors are to be elected):
(I) if the Percentage Interest of Xxxxxxx is greater than or equal to 1%, then one (1) Xxxxxxx Nominee (which need not be an Independent Director) in each of Class II and Class III, but no Xxxxxxx Nominees in Class I; provided, however, that:
(A) after the occurrence of a Triggering Event, the Xxxxxxx Nominee in Class II shall be an Independent Director; and
(II) if the Percentage Interest of Xxxxxxx is less than 1% and a Xxxxxxx Termination Event has not occurred, then one (1) Xxxxxxx Nominee (which shall be Xxxxxxx) in Class III, but no Xxxxxxx Nominees in either Class I or Class II.
(b) With respect to each Election Meet...
Company Proxy Statement. None of the information with respect to the Company that the Company furnishes for use in the Company Proxy Statement (which expressly excludes the Purchaser Proxy Information), will, at the date such Company Proxy Statement is first mailed to the Company’s shareholders or at the time of the Shareholders 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 made therein, in the light of the circumstances under which they were made, not misleading.
