Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents 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 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, to the extent required by law, disseminated to the stockholders of the Company. (b) The Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co)

Filings; Other Actions. (a) As promptly as reasonably practicable ~~following~~ after the date of this Agreement, ~~Parent and~~ (i) the Company ~~shall prepare and file with the SEC the Proxy Statement,~~ and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4~~, in which~~ . Parent shall prepare concurrently with the Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus the Management Information Circular. Each of ~~Parent and~~ the Company and Parent shall use its reasonable best efforts to (A) have the Form ~~S-4~~ F-4 declared effective under the Securities Act as promptly as ~~reasonably~~ practicable after such filing and to (B) keep the Form ~~S-4~~ F-4 effective as for so long as necessary to ~~consummate~~ complete the ~~Merger and the other transactions contemplated hereby~~Mergers. The Company will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation Each of ~~Common Units in the Merger, and~~ the Company and Parent shall furnish all information concerning ~~the Company~~ itself, its Affiliates and the holders of ~~Company Common Stock~~ its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any ~~such action~~amendments thereto prior to filing and shall reasonably consider any comments from the other party. ~~No filing of, or amendment or supplement to~~Subject to applicable Law, the ~~Form S-4~~ information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the ~~Proxy Statement will be made by Parent~~ staff of the SEC or the ~~Company~~TSX, as applicable~~, without~~ . Each of the ~~other’s prior consent (which~~ Company and Parent shall ~~not be unreasonably withheld, delayed or conditioned) and without providing~~ notify the other party ~~a reasonable opportunity to review and comment thereon. Parent~~ promptly of the receipt of any comments (whether written or oral) from the SEC or the ~~Company, as applicable, will advise the other promptly after it receives oral or written notice~~ staff of the ~~time when~~ SEC or the ~~Form S-4 has become effective or any supplement or amendment has been filed, the issuance~~ TSX and of any ~~stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written~~ request by the SEC ~~for amendment~~ or the staff of the ~~Proxy Statement~~ SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form ~~S-4~~ F-4 or ~~comments thereon and responses thereto or requests by the SEC~~ for additional ~~information,~~ information and ~~will promptly provide~~ shall supply the other party with copies of all correspondence between it and any ~~written communication from~~ of its Representatives, on the one hand, and the SEC or ~~any state securities commission~~the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the ~~Effective Time~~ Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective ~~affiliates~~Affiliates, officers or directors, is discovered by Parent or the Company ~~which~~ that should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that ~~any of such documents~~ the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include ~~any~~ a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by ~~law~~applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent. (b) ~~The~~ Each of Parent and the Company shall provide the other party and its legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement/Prospectus, Management Information Circular, Form F-4 and other documents related to the Company Stockholder Meeting, the Parent Shareholder Meeting or the issuance of the Parent Common Shares (and any amendments thereto) in connection with the First Merger, prior to filing such documents with the applicable Governmental Entity and mailing such documents to the Company’s stockholders or Parent’s shareholders, as applicable. Each party hereto shall consider in good faith in the Proxy Statement/Prospectus, Management Information Circular, Form F-4 and such other documents related to the Company Stockholder Meeting, the Parent Shareholder Meeting or the issuance of Parent Common Shares in connection with the First Merger, all comments reasonably and promptly proposed by the other party or its legal counsel. (c) Subject to Section 5.4 and Section 5.6(d), the Company shall take all action necessary in accordance with applicable ~~Laws~~ Law and the certificate of incorporation and bylaws of the Company ~~Organizational Documents~~ to set a record date for, duly give notice of, convene and hold a meeting of its ~~stockholders, to be held as promptly as practicable after~~ stockholders following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ mailing of the ~~transactions contemplated hereby, including~~ Proxy Statement/Prospectus for the ~~Merger~~ purpose of obtaining the Company Stockholder Approval (the “~~Stockholders’~~ Company Stockholder Meeting”)) as soon as reasonably practicable following the Clearance Date. ~~The~~ Unless the Company ~~will~~shall have made a Company Change of Recommendation in compliance with Section 5.4, ~~except~~ the Company shall include the Company Recommendation in the ~~case of a Change of Recommendation~~Proxy Statement/Prospectus and shall solicit, ~~through~~ and use its ~~Board of Directors, recommend that its stockholders adopt this Agreement and will use~~ reasonable best efforts to ~~solicit from its stockholders~~ obtain, the Company Stockholder Approval at the Company Stockholder Meeting (including by soliciting proxies in favor of the adoption of this Agreement) as soon as reasonably practicable. (d) The Company shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement/Prospectus to its shareholders. The Company may adjourn or postpone the Company Stockholder Meeting (i) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined in good faith (after consultation with its outside legal counsel) is required to be filed and disseminated under applicable Law, (ii) if as of the time that the Company Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies necessary to obtain the Company Stockholder Approval, (iv) to comply with applicable Law or (v) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s stockholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the shareholders of the Company at the Company Stockholder Meeting. (e) Subject to Section 5.5 and Section 5.6(f), Parent shall take all ~~other~~ action necessary in accordance with applicable Law and the articles of incorporation and by-laws of Parent to set a record date for, duly give notice of, convene and hold a meeting of its shareholders following the mailing of the Management Information Circular for the purpose of obtaining the Parent Shareholder Approval (the “Parent Shareholder Meeting”) as soon as reasonably practicable following the Clearance Date. Unless Parent shall have made a Parent Change of Recommendation in compliance with Section 5.5, Parent shall include the Parent Recommendation in the Management Information Circular and shall solicit, and use its reasonable best efforts to obtain, the Parent Shareholder Approval at the Parent Shareholder Meeting (including by soliciting proxies in favor of the approval of the Parent Share Issuance) as soon as reasonably practicable. (f) Parent shall cooperate with and keep the Company informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Management Information Circular to its shareholders. Parent may adjourn or ~~advisable~~ postpone the Parent Shareholder Meeting (i) to ~~secure~~ allow time for the ~~vote~~ filing and dissemination of any supplemental or amended disclosure document that the Parent Board has determined in good faith (after consultation with its outside legal counsel) is required to be filed and disseminated under applicable Law, (ii) if as of the time that the Parent Shareholder Meeting is originally scheduled (as set forth in the Management Information Circular) there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholder Meeting, (iii) to allow reasonable additional time to solicit additional proxies necessary to obtain the Parent Shareholder Approval, (iv) to comply with applicable Law or (v) with the prior written consent of ~~its stockholders~~ the Company (which shall not be unreasonably withheld, conditioned or delayed). Without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), the approval of the Parent Share Issuance shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by Parent’s shareholders in connection with the ~~rules~~ adoption of this Agreement) that Parent shall propose to be acted on by the shareholders of Parent at the Parent Shareholder Meeting. (g) It is the intention of the ~~NYSE~~ parties hereto that, and each of the parties shall reasonably cooperate and use their commercially reasonable efforts to cause, the date and time of the Company Stockholder Meeting and the Parent Shareholder Meeting be coordinated such that they occur on the same calendar day (and in any event as close in time as possible). (h) Without limiting the generality of the foregoing, the Company agrees that its obligations to hold the Company Stockholder Meeting pursuant to this Section 5.6 shall not be affected solely by the making of a Company Change of Recommendation, and Parent agrees that its obligations to hold the Parent Shareholder Meeting pursuant to this Section 5.6 shall not be affected solely by the making of a Parent Change of Recommendation. The Company agrees that its obligations pursuant to this Section 5.6 shall not be affected solely by the commencement of or ~~applicable Laws~~ announcement or disclosure of or communication to ~~obtain~~ Parent of any Company Alternative Proposal, and further, that it shall not terminate this Agreement on the grounds that such ~~approvals~~Company Alternative Proposal is a Company Superior Proposal, unless the Company may terminate this Agreement pursuant to and in accordance with Section 7.1. Parent agrees that its obligations pursuant to this Section 5.6 shall not be affected solely by the commencement of or announcement or disclosure of or communication to the Company of any Parent Alternative Proposal, and further, that it shall not take action to terminate this Agreement on the grounds that such Parent Alternative Proposal is a Parent Superior Proposal.

Appears in 4 contracts

Samples: Voting Trust Agreement (Canadian Pacific Railway LTD/Cn), Merger Agreement (Canadian Pacific Railway LTD/Cn), Merger Agreement (Kansas City Southern)

Filings; Other Actions. (a) As promptly as reasonably practicable ~~following~~ after consummation of the ~~date of this Agreement~~Offer, ~~Parent and~~ if required, the Company shall prepare and file with the SEC the Company Proxy Statement, and Parent ~~shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent~~ and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the ~~Form S-4 declared effective under~~ Company Proxy Statement cleared by the ~~Securities Act~~ staff of the SEC as promptly as reasonably practicable after such ~~filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby~~filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s ~~stockholders,~~ shareholders as promptly as reasonably practicable after the ~~Form S-4~~ Company Proxy Statement is ~~declared effective under~~ cleared by the ~~Securities Act~~staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent ~~shall also take~~ of the receipt of any ~~action required~~ oral or written comments from the staff of the SEC relating to ~~be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and~~ the Company Proxy Statement. The Company shall ~~furnish all information concerning the Company~~ cooperate and ~~the holders of Company Common Stock as may be reasonably requested in connection~~ provide Parent with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment ~~thereon. Parent or~~ on (i) the ~~Company, as applicable, will advise the other promptly after it receives oral or written notice~~ draft of the ~~time when the Form S-4 has become effective~~ Company Proxy Statement (including each amendment or ~~any~~ supplement ~~or amendment has been filed, the issuance of any stop order, the suspension~~ thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the ~~qualification~~ staff of the ~~Common Units issuable in connection with the Merger for offering or sale in any jurisdiction~~SEC, ~~or any oral or written request by the SEC for amendment~~ prior to filing of the Company Proxy Statement with or sending such to the ~~Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information~~SEC, and the Company will ~~promptly~~ provide ~~the other with~~ to Parent copies of ~~any written communication from~~ all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any ~~state securities commission~~other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective ~~Time~~ Time, any information ~~relating to Parent or the Company, or any of their respective affiliates, officers or directors, is~~ should be discovered by ~~Parent or the Company~~ any party hereto which should be set forth in an amendment or supplement to ~~any of~~ the ~~Form S-4~~ Company Proxy Statement or ~~the Proxy Statement,~~ Schedule 13E-3 so that ~~any of such documents~~ the Company Proxy Statement or Schedule 13E-3 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 the light of the circumstances under which they were made, not misleading, the party ~~that~~ which discovers such information shall promptly notify the other parties hereto ~~and~~ and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC ~~and,~~ and disseminated by the Company to the ~~extent required by law, disseminated to the stockholders~~ shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon. (b) ~~The~~ If, at any time following the Acceptance Time, Parent, Merger Sub and any other Subsidiary of Parent shall collectively own at least 80% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to be effected as soon as practicable without a meeting of shareholders of the Company in accordance with Section 607-1104 of Florida Law (such actions, the “Requisite Short-Form Merger”). (c) Subject to the other provisions of this Agreement, if a shareholder vote is required for consummation of the Merger, the Company shall take all action necessary in accordance with ~~applicable Laws~~ the FBCA and the Articles of Incorporation and the by-laws of the Company ~~Organizational Documents~~ (the “By-laws”) to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ shareholders as promptly as reasonably practicable after consummation of the ~~Form S-4 is declared effective under the Securities Act,~~ Offer to consider and vote upon the adoption and approval of this Agreement and the ~~approval of the~~ transactions contemplated ~~hereby~~hereby (such meeting or any adjournment or postponement thereof, ~~including the Merger (~~the “~~Stockholders’~~ Company Meeting”). ~~The~~ At the Company ~~will~~Meeting, ~~except~~ (i) Parent and its Subsidiaries will vote all Shares owned by them or as to which they have been granted a proxy in favor of approval and adoption of this Agreement, and (ii) Parent and the ~~case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and~~ Company will use reasonable best efforts to solicit from its ~~stockholders~~ shareholders proxies in favor of the ~~adoption~~ approval of this ~~Agreement~~ Agreement, the Merger and the other transactions contemplated hereby, and (iii) the Company will be entitled to ~~take all other action necessary~~ adjourn or ~~advisable to secure~~ postpone the ~~vote~~ Company Shareholders Meeting one (1) time (and will postpone or ~~consent~~ adjourn the Company Shareholders Meeting one (1) time at the written request of ~~its stockholders required by~~ Parent), provided that any such adjournment or postponement shall be no longer than 30 days after the ~~rules of the NYSE or applicable Laws to obtain such approvals~~originally scheduled meeting date.

Appears in 3 contracts

Samples: Merger Agreement (Bankrate, Inc.), Merger Agreement (Bankrate Inc), Merger Agreement (Bankrate Inc)

Filings; Other Actions. (a) As ~~promptly~~ soon as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the ~~Merger~~ Transactions. Parent will cause the Joint Proxy Statement to be mailed to Parent’s shareholders, and the ~~other transactions contemplated hereby. The~~ Company will cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the ~~Merger~~Merger and the conversion of Company Stock Options into options for shares of Parent Common Stock, the conversion of the Restricted Shares into shares of Parent Common Stock as set forth in Section 5.7(a)(ii) and the conversion of the Company Performance Shares and Company RSUs into shares of Parent Common Stock as set forth in Section 5.7(a)(iii), and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No Except for annual, quarterly and current reports filed or furnished with the SEC under the Exchange Act, which may be incorporated by reference therein (but subject to Section 5.10), no filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other ~~party a reasonable~~ the opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common ~~Units~~ Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents 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 ~~that~~ 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, to the extent required by law, disseminated to the respective stockholders of Parent and the Company. (b) ~~The Company shall take all action necessary in accordance with applicable Laws and~~ Each of the Company ~~Organizational Documents to duly give notice of~~and Parent shall, ~~convene and hold a meeting of its stockholders, to be held~~ as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all action necessary in accordance with applicable Laws and the Company Organizational Documents, in the case of the Company, and the Parent Organizational Documents, in the case of Parent, to ~~consider~~ duly give notice of, convene and hold a meeting of its stockholder or shareholders, respectively, to be held as promptly as practicable to consider, in the case of Parent, the Stock Issuance and the Charter Amendment (the “Parent Shareholders’ Meeting”) and, in the case of the Company, the adoption of this Agreement and the approval of the ~~transactions contemplated hereby,~~ Transactions including the Merger (the “Company Stockholders’ Meeting”). ~~The Company will, except~~ Except in the case of a Company Change of ~~Recommendation~~Recommendation in accordance with the terms of this Agreement, the Company will, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. Except in the case of a Parent Change of Recommendation in accordance with the terms of this Agreement, Parent will, through its Board of Directors, recommend that its shareholders approve the Stock Issuance and the Charter Amendment, and will use reasonable best efforts to solicit from its shareholders proxies in favor of the Stock Issuance and the Charter Amendment and to take all other action necessary or advisable to secure the vote or consent of its shareholders required by the rules of the NYSE or applicable Laws to obtain such approval. (c) Each of the Company and Parent will use reasonable best efforts to hold the Company Stockholders’ Meeting and the Parent Shareholders’ Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement. (d) The Company shall take all action necessary to comply timely with applicable notification requirements under applicable Law in respect of any Company Benefit Plan holding Company Common Stock, including causing any Company Benefit Plan administrator to issue any such notices.

Appears in 3 contracts

Samples: Merger Agreement (Firstenergy Corp), Merger Agreement (Allegheny Energy, Inc), Merger Agreement

Filings; Other Actions. (a) ~~As promptly as reasonably practicable following~~ Each of Dime and Xxxxxx agrees to cooperate in the ~~date~~ preparation of ~~this Agreement, Parent and the Company shall prepare and file~~ a registration statement on Form S-4 to be filed by Dime with the SEC in connection with the issuance of Surviving Corporation Common Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of Dime and Xxxxxx constituting a part thereof (the "Joint Proxy Statement"), ~~and Parent shall prepare and file with~~ the ~~SEC the Form S-4, in which the Proxy Statement will be included as a prospectus~~"Registration Statement"). ~~Each of Parent and the Company shall~~ Dime agrees to use all reasonable ~~best~~ efforts to ~~have~~ cause the ~~Form S-4~~ Registration Statement to be declared effective under the Securities Act as promptly as ~~reasonably~~ practicable after ~~such~~ filing thereof. Dime also agrees to use all reasonable efforts to obtain all necessary state securities law permits and approvals required to ~~keep~~ carry out the ~~Form S-4 effective as long as necessary to consummate the Merger and the other~~ transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Mergerby this Agreement, and ~~the Company shall~~ Xxxxxx agrees to furnish all information concerning ~~the Company~~ Xxxxxx and the holders of ~~Company~~ Xxxxxx Common Stock as may be reasonably requested in connection with any such action~~. No filing~~ . (b) Each of Dime and Xxxxxx agrees to cooperate and consult with the other and, on the terms and subject to the conditions set forth in this Agreement, use reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or ~~amendment~~ any exemption by, all third parties and Governmental Entities necessary or ~~supplement~~ advisable to consummate the transactions contemplated by this Agreement. Each of Dime and Xxxxxx shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the ~~Form S-4 or~~ transactions contemplated by this Agreement. In exercising the ~~Proxy Statement will be made by Parent or~~ foregoing right, each of the ~~Company,~~ parties hereto agrees to act reasonably and as ~~applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing~~ promptly as practicable. Each party hereto agrees to keep the other party ~~a reasonable opportunity~~ apprised of the status of matters relating to ~~review and comment thereon. Parent or~~ completion of the ~~Company~~transactions contemplated hereby. (c) Each party agrees, ~~as applicable~~upon request, ~~will advise~~ to furnish the other ~~promptly after it receives oral~~ party with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or ~~written notice of~~ advisable in connection with the ~~time when the Form S-4 has become effective~~ Registration Statement or Joint Proxy Statement or any ~~supplement~~ other statement, filing, notice or ~~amendment has been filed, the issuance~~ application made by or on behalf of such other party or any ~~stop order, the suspension~~ of ~~the qualification of the Common Units issuable~~ its subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of Dime and Xxxxxx agrees to consult and cooperate with the other in effecting actions and measures for ~~offering or sale in any jurisdiction, or any oral or written request by~~ the ~~SEC for amendment~~ purpose of ensuring the orderly consummation of the ~~Proxy Statement or~~ transactions contemplated hereby and the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any efficient conduct of the ~~Form S-4 or~~ combined businesses of Dime and Xxxxxx following the ~~Proxy Statement~~Merger. Without limiting the foregoing, ~~so that any~~ each of such documents 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 that discovers such information shall promptly notify the other parties hereto Dime and ~~an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and~~Xxxxxx agrees, to the extent ~~required by~~ consistent with applicable law, ~~disseminated~~ to consult and cooperate with the ~~stockholders of~~ other in (1) developing a joint business plan for periods beginning at the ~~Company~~Effective Time and (2) taking reasonable steps in an effort to enable the Surviving Corporation to achieve the objectives stated in such joint business plan. (b) The Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hudson United Bancorp), Merger Agreement (Hudson United Bancorp), Agreement and Plan of Merger (Hudson United Bancorp)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, ~~Parent and~~ (i) the Company and Parent shall jointly prepare and each shall file with the SEC the preliminary Joint Proxy Statement, /Prospectus and (ii) Parent shall prepare and file with the SEC the Form ~~S-4~~S-4 with respect to the shares of Parent Common Stock issuable in the Initial Merger, in which shall include the Joint Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus with respect to the Company Shareholders’ Meeting and Parent Stockholders’ Meeting. Each of ~~Parent and~~ the Company and Parent shall use its reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as ~~reasonably~~ practicable after such ~~filing~~ filing, (B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and to Securities Act, and (C) keep the Form S-4 effective as for so long as necessary to ~~consummate~~ complete the ~~Merger and the other transactions contemplated hereby~~Mergers. The Company will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation Each of ~~Common Units in the Merger, and~~ the Company and Parent shall furnish all information concerning ~~the Company~~ itself, its Affiliates and the holders of ~~Company Common Stock~~ its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Joint Proxy Statement/Prospectus and the Form S-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Joint Proxy Statement/Prospectus and any ~~such action~~amendments thereto prior to filing and shall reasonably consider any comments from the other party. ~~No filing of~~Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement/Prospectus or Form S-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or ~~amendment~~ the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement/Prospectus or ~~supplement to, the~~ Form S-4 or the ~~Proxy Statement will be made~~ transactions contemplated by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice this Agreement within 48 hours of the ~~time when the~~ receipt thereof. The Joint Proxy Statement/Prospectus and Form S-4 ~~has become effective or any supplement or amendment has been filed,~~ shall comply as to form in all material respects with the ~~issuance of any stop order, the suspension~~ applicable requirements of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon Exchange Act and ~~responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission~~Securities Act. If at any time prior to the ~~Effective Time~~ Company Shareholders’ Meeting or Parent Stockholders’ Meeting (or any adjournment or postponement of the Company Shareholders’ Meeting or Parent Stockholders’ Meeting) any information relating to Parent or the Company, or any of their respective ~~affiliates~~Affiliates, officers or directors, is discovered by Parent or the Company ~~which~~ that should be set forth in an amendment or supplement to ~~any of~~ the ~~Form S-4 or the~~ Joint Proxy Statement/Prospectus and Form S-4, so that ~~any of such documents~~ the Joint Proxy Statement/Prospectus and Form S-4 would not include ~~any~~ a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and, to the extent required by ~~law~~applicable Law, disseminated to the shareholders of the Company and the stockholders of Parent. The Company shall cause the Joint Proxy Statement/Prospectus and Form S-4 to be mailed to the Company’s shareholders, and Parent shall cause the Joint Proxy Statement/Prospectus and Form S-4 to be mailed to Parent’s stockholders, as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act (such date, the “Clearance Date”). (b) ~~The~~ Subject to Section 5.4(f) and Section 5.5(c), the Company shall take all action necessary in accordance with applicable ~~Laws~~ Law and the Company Organizational Documents to set a record date for, duly give notice of, convene and hold a meeting of its ~~stockholders, to be held as promptly as practicable after~~ shareholders following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ mailing of the ~~transactions contemplated hereby, including~~ Joint Proxy Statement/Prospectus for the ~~Merger~~ purpose of obtaining the Company Shareholder Approval (the “~~Stockholders~~Company Shareholders’ Meeting”) as soon as reasonably practicable following the Clearance Date. Unless the Company shall have made a Company Adverse Recommendation Change in compliance with Section 5.4(f)~~. The~~ , the Company ~~will, except~~ shall include the Company Recommendation in the ~~case of a Change of Recommendation~~Joint Proxy Statement/Prospectus and shall solicit, ~~through~~ and use its ~~Board of Directors, recommend that its stockholders adopt this Agreement and will use~~ reasonable best efforts to ~~solicit from its stockholders~~ obtain, the Company Shareholder Approval at the Company Shareholders’ Meeting (including by soliciting proxies in favor of the adoption of this Agreement) as soon as reasonably practicable. (c) The Company shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to its shareholders. The Company may adjourn or postpone the Company Shareholders’ Meeting (i) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined in good faith (after consultation with its outside legal counsel) is required to be filed and disseminated under applicable Law, (ii) if as of the time that the Company Shareholders’ Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient Company Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, (iii) if the Company reasonably determines in good faith that the Company Shareholder Approval is unlikely to be obtained or (iv) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s shareholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the shareholders of the Company at the Company Shareholders’ Meeting. (d) Subject to Section 5.5(e), Parent shall take all ~~other~~ action necessary ~~or advisable~~ in accordance with applicable Law and the Parent Organizational Documents to ~~secure the vote or consent~~ set a record date for, duly give notice of, convene and hold a meeting of its stockholders following the mailing of the Joint Proxy Statement/Prospectus for the purpose of obtaining the Parent Stockholder Approval (the “Parent Stockholders’ Meeting”) as soon as reasonably practicable following the Clearance Date. Parent shall include the Parent Recommendation in the Joint Proxy Statement/Prospectus and shall solicit, and use its reasonable best efforts to obtain, the Parent Stockholder Approval at the Parent Stockholders’ Meeting (including by soliciting proxies in favor of the adoption of this Agreement) as soon as reasonably practicable. (e) Parent shall cooperate with and keep the Company informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to its stockholders. Parent may adjourn or postpone the Parent Stockholders’ Meeting (i) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Parent Board has determined in good faith (after consultation with its outside legal counsel) is required to be filed and disseminated under applicable Law, (ii) if as of the time that the Parent Stockholders’ Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders’ Meeting, (iii) if Parent reasonably determines in good faith that the Parent Stockholder Approval is unlikely to be obtained or (iv) with the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed). Without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), the approval of the Parent Share Issuance shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by Parent’s stockholders in connection with the ~~rules~~ adoption of this Agreement) that Parent shall propose to be acted on by the ~~NYSE or applicable Laws to obtain such approvals~~stockholders of Parent at the Parent Stockholders’ Meeting.

Appears in 3 contracts

Samples: Merger Agreement (Synnex Corp), Merger Agreement (Synnex Corp), Merger Agreement (Convergys Corp)

Appears in 3 contracts

Samples: Merger Agreement (SemGroup Corp), Agreement and Plan of Merger (Energy Transfer LP), Merger Agreement

Filings; Other Actions. (a) ~~As promptly as reasonably practicable following the date of this Agreement~~The Company, Parent and Trust shall promptly prepare and file with the ~~Company~~ SEC the Joint Proxy Statement and the Parent Companies shall prepare and file with the SEC the ~~Proxy~~ Registration Statement~~, and Parent shall prepare and file with the SEC the Form S-4~~, in which the Joint Proxy Statement will be included as a prospectus. Each of ~~Parent~~ Parent, Trust and the Company shall use all reasonable ~~best~~ efforts to have the ~~Form S-4~~ Registration Statement declared effective under the Securities Act as promptly as ~~reasonably~~ practicable after such ~~filing and to keep~~ filing. As promptly as practicable after the ~~Form S-4 effective as long as necessary to consummate the Merger~~ Registration Statement shall have become effective, each of Parent, Trust and the ~~other transactions contemplated hereby. The~~ Company ~~will cause~~ shall mail the Joint Proxy Statement to ~~be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act~~its respective stockholders or shareholders. Parent and Trust shall also take any action (other than qualifying to do business in any jurisdiction in which they are currently not so qualified) required to be taken under any applicable state ~~or provincial~~ securities laws in connection with the issuance ~~and reservation~~ of ~~Common Units~~ Paired Shares in the ~~Merger~~Merger and upon the exercise of the Substitute Options (as defined in Section 5.8), and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action~~. No filing of~~, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any including information relating to ~~Parent or~~ the ~~Company, or any~~ number of ~~their respective affiliates, officers or directors, is discovered by Parent or the Company which should~~ Paired Shares required to be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents 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 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, to the extent required by law, disseminated to the stockholders of the Companyregistered. (b) ~~The Company shall take~~ Each party hereto agrees, subject to applicable laws relating to the exchange of information, promptly to furnish the other parties hereto with copies of written communications (and memoranda setting forth the substance of all ~~action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of~~oral communications) received by such party, ~~convene and hold a meeting~~ or any of its ~~stockholders~~subsidiaries, ~~to be held~~ affiliates or associates (as ~~promptly as practicable after the Form S-4 is declared effective~~ such terms are defined in Rule 12b-2 under the ~~Securities Act~~Exchange Act as in effect on the date hereof), ~~to consider~~ from, or delivered by any of the ~~adoption of this Agreement and the approval~~ foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (c) Each of the Company, ~~including~~ Parent and Trust will promptly, and in any event within fifteen business days after execution and delivery of this Agreement, make all filings or submissions as are required under the ~~Merger (~~HSR Act. Each of the ~~“Stockholders’ Meeting”)~~Company, Parent and Trust will promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submissions necessary under the HSR Act. ~~The Company will~~Without limiting the generality of the foregoing, ~~except~~ each of the Company, Parent and Trust will promptly notify the other of the receipt and content of any inquiries or requests for additional information made by any Governmental Entity in ~~the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement~~ connection therewith and will ~~use reasonable best efforts to solicit from its stockholders proxies in favor~~ promptly (i) comply with any such inquiry or request and (ii) provide the other with a description of the ~~adoption of this Agreement and~~ information provided to ~~take all other action necessary~~ any Governmental Entity with respect to any such inquiry or ~~advisable to secure the vote or consent of its stockholders required by the rules~~ request. In addition, each of the ~~NYSE~~ Company, Parent and Trust will keep the other apprised of the status of any such inquiry or ~~applicable Laws to obtain such approvals~~request.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Itt Corp /Nv/), Merger Agreement (Itt Corp /Nv/), Agreement and Plan of Merger (Starwood Lodging Corp)

Filings; Other Actions. (a) As If the Company Stockholder Approval is required under the DGCL, as promptly as reasonably practicable following the ~~date~~ consummation or expiration of ~~this Agreement~~the Offer, ~~Parent and~~ the Company shall prepare and file with the SEC the Proxy Statement, which shall, subject to Section 5.3, include the Recommendation and ~~Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company~~ shall use its reasonable best efforts to ~~have~~ respond to any comments by the ~~Form S-4 declared effective under~~ SEC staff in respect of the ~~Securities Act~~ Proxy Statement. Parent and Merger Sub shall, and Parent shall cause Merger Sub to, provide to the Company such information as ~~promptly as~~ the Company may reasonably ~~practicable after such filing and to keep~~ request for inclusion in the ~~Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby~~Proxy Statement. The Company ~~will~~ shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s ~~stockholders,~~ stockholders as ~~reasonably~~ promptly as practicable after the ~~Form S-4~~ Proxy Statement is ~~declared effective under~~ cleared by the ~~Securities Act~~SEC. ~~Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the~~ The Company shall ~~furnish all information concerning~~ as promptly as practicable notify Parent of the ~~Company and~~ receipt of any oral or written comments from the ~~holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or~~ SEC relating to the Proxy ~~Statement will be made by~~ Statement. The Company shall cooperate and provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party~~ with a reasonable opportunity to review and comment ~~thereon. Parent or~~ on the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment draft of the Proxy Statement (including each amendment or ~~the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly~~ supplement thereto). The Company shall provide ~~the other~~ Parent with copies of ~~any written communication from~~ all filings made and correspondence with the SEC ~~or any state securities commission~~with respect to the Proxy Statement. If at any time prior to the Effective ~~Time~~ Time, any information ~~relating to Parent or the Company, or any of their respective affiliates, officers or directors, is~~ should be discovered by ~~Parent or the Company~~ any party hereto which should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy ~~Statement,~~ Statement so that ~~any of such documents~~ the Proxy Statement 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 the light of the circumstances under which they were made, not misleading, the party ~~that~~ which discovers such information shall promptly notify the other parties hereto ~~and~~ and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC ~~and, to~~ and disseminated by the ~~extent required by law, disseminated~~ Company to the stockholders of the Company. (b) ~~The~~ Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with ~~applicable Laws~~ the DGCL and ~~the Company Organizational Documents~~ its certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ stockholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ mailing of the ~~transactions contemplated hereby~~Proxy Statement for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, ~~including the Merger (~~the “~~Stockholders’~~ Company Meeting”)~~. The Company will~~, ~~except in the case of~~ and (ii) subject to a Change of ~~Recommendation~~Recommendation in accordance with Section 5.3(d), ~~through its Board of Directors, recommend that its stockholders adopt this Agreement and will~~ use all reasonable best efforts to solicit from its stockholders proxies in favor of the ~~adoption~~ approval of this Agreement, the Merger and the other transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to compliance with Section 7.3, the Company, regardless of whether the Board of Directors (whether or not acting through the Special Committee, if then in existence) has approved, endorsed or recommended an Alternative Proposal, or has withdrawn, modified or amended the Recommendation, will submit this Agreement to the stockholders of the Company at the Company Meeting for the purpose of adopting this Agreement. Notwithstanding the foregoing, if a Short Form Merger may be effected in accordance with Section 1.8 and Section 253 of the DGCL, the parties hereto agree to take all ~~other~~ necessary and appropriate action ~~necessary or advisable~~ to ~~secure~~ cause the ~~vote or consent of its stockholders required by~~ Merger to become effective on the ~~rules~~ dates specified in Section 1.2 without a Company Meeting, in accordance with Section 253 of the ~~NYSE or applicable Laws to obtain such approvals~~DGCL.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (CGEA Investor, Inc.), Merger Agreement (BMCA Acquisition Sub Inc.), Agreement and Plan of Merger (Elkcorp)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, the Xxxxxx Parties shall prepare the Proxy Statement, which shall, subject to Section 5.3(d), include the Recommendation, and the Xxxxxx Parties and Parent shall prepare the Schedule 13E-3. Parent and the ~~Company~~ Xxxxxx Parties shall ~~prepare and file~~ cooperate with each other in connection with the ~~SEC~~ preparation of the foregoing documents. The Xxxxxx Parties will use their commercially reasonable efforts to have the Proxy Statement, and Parent ~~shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent~~ and the ~~Company shall~~ Xxxxxx Parties will use their commercially reasonable ~~best~~ efforts to have the ~~Form S-4 declared effective under~~ Schedule 13E-3, cleared by the ~~Securities Act~~ SEC as promptly as ~~reasonably~~ practicable after such ~~filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby~~filing. The ~~Company~~ Xxxxxx Parties will use their commercially reasonable efforts to cause the Proxy Statement to be mailed to the ~~Company~~Partnership’s ~~stockholders,~~ Unitholders as ~~reasonably~~ promptly as practicable after the ~~Form S-4~~ Proxy Statement is ~~declared effective under~~ cleared by the ~~Securities Act~~SEC. The Xxxxxx Parties shall as promptly as practicable notify Parent ~~shall also take~~ of the receipt of any ~~action required~~ oral or written comments from the SEC relating to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement ~~will be made by~~ or Schedule 13E-3. The Xxxxxx Parties shall cooperate and provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party~~ with a reasonable opportunity to review and comment ~~thereon. Parent or~~ on the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment draft of the Proxy Statement (including each amendment or ~~the Form S-4 or~~ supplement thereto), which comments ~~thereon~~ shall be considered reasonably and ~~responses thereto or requests~~ in good faith by the ~~SEC~~ Xxxxxx Parties, and Parent and the Xxxxxx Parties shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or supplement thereto), which comments shall be considered reasonably and in good faith by the other party, and all responses to requests for additional ~~information~~information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Xxxxxx Parties will ~~promptly~~ provide ~~the~~ each other with copies of ~~any written communication from~~ all such filings made and correspondence with the SEC ~~or any state securities commission~~with respect thereto. If at any time prior to the Effective ~~Time~~ Time, any information ~~relating to Parent or the Company, or any of their respective affiliates, officers or directors, is~~ should be discovered by ~~Parent or the Company~~ any party hereto which should be set forth in an amendment or supplement to ~~any of~~ the ~~Form S-4~~ Proxy Statement or the ~~Proxy Statement,~~ Schedule 13E-3 so that ~~any of such documents~~ the Proxy Statement or the Schedule 13E-3 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 the light of the circumstances under which they were made, not misleading, the party ~~that~~ which discovers such information shall promptly notify the other parties hereto ~~and~~ and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Xxxxxx Parties with the SEC ~~and,~~ and disseminated by the Xxxxxx Parties to the ~~extent required by law, disseminated to the stockholders~~ Unitholders of the ~~Company~~Partnership. (b) The ~~Company~~ Xxxxxx Parties shall (i) take all action necessary in accordance with applicable Laws and the ~~Company Organizational Documents~~ Partnership Agreement to duly call, give notice of, convene and hold a meeting of ~~its stockholders, to be held~~ the Partnership’s Unitholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under~~ mailing of the ~~Securities Act, to consider~~ Proxy Statement for the ~~adoption~~ purpose of obtaining the Unitholder Approval of the Merger and this Agreement ~~and the approval of the transactions contemplated hereby~~(such meeting or any adjournment or postponement thereof, ~~including the Merger (~~the “~~Stockholders’~~ Partnership Meeting”)~~. The Company will~~, ~~except in the case of~~ and (ii) subject to a Change ~~of Recommendation~~in Board Recommendation in accordance with Section 5.3(d), ~~through its Board of Directors, recommend that its stockholders adopt this Agreement and will~~ use all commercially reasonable ~~best~~ efforts to solicit from its ~~stockholders~~ Unitholders proxies in favor of the adoption and approval of this Agreement and the Merger. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Article VII, the Xxxxxx Parties will take all ~~other action necessary or advisable to secure the vote or consent of its stockholders required by the rules~~ of the ~~NYSE or applicable Laws~~ actions contemplated by this Section 5.4 regardless of whether there has been a Change in Board Recommendation, and shall direct that this Agreement be submitted to ~~obtain such approvals~~a vote of Unitholders in accordance with the requirements of Articles XIII and XIV of the Partnership Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Hiland Partners, LP), Merger Agreement (Hiland Holdings GP, LP)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, ~~Parent and~~ the Company shall prepare and file with the SEC the Proxy ~~Statement~~Statement in preliminary form, ~~and Parent shall prepare and file with~~ which shall, subject to Section 5.3(b), include the ~~SEC the Form S-4, in which the Proxy Statement will be included as a prospectus~~Recommendation. ~~Each of~~ Parent and the Company shall cooperate with each other in connection with the preparation of the foregoing document. The Company will use its reasonable best efforts to have the ~~Form S-4 declared effective under~~ Proxy Statement cleared by the ~~Securities Act~~ SEC as promptly as ~~reasonably~~ practicable after such ~~filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby~~filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as ~~may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or~~ promptly as practicable after the Proxy Statement ~~will be made~~ is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt of any oral or written comments from the ~~Company, as applicable, without~~ SEC relating to the ~~other’s prior consent~~ Proxy Statement. The Company shall (~~which shall not be unreasonably withheld, delayed or conditioned~~i) cooperate and ~~without providing the other party~~ provide Parent with a reasonable opportunity to review and comment ~~thereon. Parent or~~ on the ~~Company, as applicable, will advise the other promptly after it receives oral or written notice~~ drafts of the ~~time when~~ preliminary and definitive Proxy Statements (including each amendment or supplement thereto), each Company SEC Document to be filed after the ~~Form S-4 has become effective or any supplement or amendment has been filed~~date of this Agreement, ~~the issuance of any stop order, the suspension~~ and all responses to requests for additional information by and replies to comments of the ~~qualification of the Common Units issuable~~ SEC, in ~~connection~~ each case, prior to their being filed with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationSEC, and Parent and the Company will ~~promptly~~ provide ~~the~~ each other with copies of ~~any written communication from~~ all such filings made and correspondence with the SEC or its staff with respect thereto and (ii) consider in good faith any ~~state securities commission~~comments reasonably proposed by Parent or its legal counsel with respect to such documents. If at any time prior to the Effective ~~Time~~ Time, any information ~~relating to Parent or the Company, or any of their respective affiliates, officers or directors, is~~ should be discovered by ~~Parent or the Company~~ any party hereto which should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy ~~Statement,~~ Statement so that ~~any of such documents~~ the Proxy Statement 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 the light of the circumstances under which they were made, not misleading, the party ~~that~~ which discovers such information shall promptly notify the other parties hereto ~~and~~ and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC ~~and,~~ and disseminated by the Company to the ~~extent required by law, disseminated to the stockholders~~ shareholders of the Company. (b) ~~The~~ Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with ~~applicable Laws~~ the TBOC and ~~the Company Organizational Documents~~ its articles of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ shareholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ mailing of the ~~transactions contemplated hereby~~Proxy Statement for the purpose of obtaining the Company Shareholder Approval (such meeting or any adjournment or postponement thereof, ~~including the Merger (~~the “~~Stockholders’~~ Company Meeting”)~~. The Company will~~, ~~except in~~ and (ii) subject to the ~~case~~ Board’s approval of a ~~Change~~ Superior Proposal Recommendation or withdrawal or modification of ~~Recommendation~~its Recommendation in accordance with Section 5.3(b) or Section 5.3(d), ~~through~~ use its ~~Board of Directors, recommend that its stockholders adopt this Agreement and will use~~ reasonable best efforts to solicit from ~~its stockholders~~ the holders of Company Common Stock proxies in favor of the ~~adoption~~ approval of this Agreement, the Merger and the other transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to compliance with Section 7.2, the Company, regardless of whether the Board has approved, endorsed or recommended a Superior Proposal Recommendation or has withdrawn or modified the Recommendation, will submit this Agreement for approval by the holders of Company Common Stock at the Company Meeting. Notwithstanding anything to the contrary contained in this Agreement, after consultation with Parent, the Company may adjourn or postpone the Company Meeting (i) due to the absence of a quorum, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside legal counsel is necessary or appropriate under applicable Law or (iii) to enable the Company to solicit additional proxies in favor of the Agreement and the Merger such that the Company Shareholder Approval is likely to ~~take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals~~be received.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Silverleaf Resorts Inc)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Joint Proxy Statement/Prospectus, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy ~~Statement~~ Statement/Prospectus will be included as a Parent’s prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. ~~The~~ Parent will cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s stockholders, and the Company will cause the Joint Proxy ~~Statement~~ Statement/Prospectus to be mailed to the Company’s stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to, the Form S-4 or the Joint Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or the Company, as applicable, without ~~the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without~~ providing the other party a reasonable opportunity to review and comment ~~thereon~~thereon and without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that the foregoing shall not apply to any filings with the SEC deemed to supplement the Form S-4 or any document which forms a part thereof through its incorporation by reference therein. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common ~~Units~~ Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy ~~Statement~~ Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If If, at any time prior to the Effective ~~Time~~ Time, any information relating to Parent or the Company, or any of their respective ~~affiliates~~Affiliates, officers or directors, is should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus, so that any of such documents 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 ~~that~~ 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, to the extent required by ~~law~~Law, disseminated to the respective stockholders of Parent and the Company. (b) ~~The Company shall~~ Parent shall, as promptly as practicable after the Form S-4 has been declared effective, take all action necessary ~~in accordance with applicable Laws and the Company Organizational Documents~~ to duly give notice of, convene and hold a meeting of its ~~stockholders,~~ stockholders to be held as promptly as practicable to consider the Stock Issuance (the “Parent Stockholders’ Meeting”). The Board of Directors of Parent shall, subject to Section 6.5, make the Parent Recommendation to the stockholders of Parent and include the Parent Recommendation in the Joint Proxy Statement/Prospectus. Parent shall, subject to Section 6.5, use reasonable best efforts to solicit its stockholders to obtain the Parent Stockholder Approval. (c) The Company shall, as promptly as practicable after the Form S-4 is has been declared ~~effective under the Securities Act~~effective, take all action necessary to duly give notice of, convene and hold a meeting of its stockholders to be held as promptly as practicable to consider ~~the adoption of this Agreement and~~ the approval of the Merger and the transactions contemplated ~~hereby, including the Merger~~ hereby and such other matters as may be then legally required (the “Company Stockholders’ Meeting”). The Board of Directors of the Company ~~will~~shall, ~~except~~ subject to Section 6.4, make the Company Recommendation to the stockholders of the Company and include the Company Recommendation in the ~~case of a Change of Recommendation~~Joint Proxy Statement/Prospectus. The Company shall, ~~through its Board of Directors~~subject to Section 6.4, ~~recommend that its stockholders adopt this Agreement and will~~ use reasonable best efforts to solicit ~~from~~ its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain ~~such approvals~~the Company Stockholder Approval.

Appears in 2 contracts

Samples: Merger Agreement (Exelon Corp), Merger Agreement (Constellation Energy Group Inc)

Filings; Other Actions. (a) ~~As promptly~~ Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as ~~reasonably practicable following~~ may be required to be taken under the ~~date of~~ Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, ~~Parent~~ including in connection with preparation and delivery of the Transaction SEC Filings. In connection with the Merger and the ~~Company~~ Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the ~~Proxy Statement~~Transaction SEC Filings, and ~~Parent shall prepare~~ Wendy’s and ~~file with the SEC the Form S-4~~Triarc, ~~in which the Proxy Statement will be included~~ as ~~a prospectus. Each of Parent and the Company~~ appropriate, shall use reasonable best efforts to respond to the comments of the SEC and have the Form S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable ~~after such filing~~ and use all reasonable efforts to keep the Form S-4 effective as long as reasonably necessary to consummate the ~~Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed~~ Merger; provided, however, that prior to the ~~Company’s stockholders, as reasonably practicable after~~ filing of the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement toTransaction SEC Filings, the ~~Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which~~ parties shall ~~not be unreasonably withheld, delayed or conditioned) and without providing the~~ consult with each other party a with respect to such filings and shall afford each other party and its Representatives reasonable opportunity to ~~review and~~ comment thereon. ~~Parent~~ Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or ~~the Company, as applicable, will advise the~~ which is reasonably requested by each other ~~promptly after it receives oral or written notice~~ party. Each party shall notify each other party of the ~~time when~~ receipt of comments of the ~~Form S-4 has become effective or any supplement or amendment has been filed, the issuance~~ SEC and of any ~~stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written~~ request by from the SEC for ~~amendment of~~ amendments or supplements to the ~~Proxy Statement~~ Transaction SEC Filings or ~~the Form S-4 or comments thereon and responses thereto or requests by the SEC~~ for additional information, and will promptly ~~provide the~~ supply to such other ~~with~~ party copies of ~~any written communication from~~ all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Transaction SEC Filings or the Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any ~~state securities commission~~other required filings as promptly as practicable after receipt thereof. If Each of Wendy’s, Triarc and Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall have become false or misleading in any material respect. Each party will promptly notify the other parties if at any time prior to the ~~Effective Time~~ Wendy’s Meeting or Triarc Meeting any ~~information relating~~ event should occur which is required by applicable Law to ~~Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should~~ be set forth in an amendment of, or a supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents 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 misleadingto, the ~~party that discovers~~ Transaction SEC Filings. In such ~~information shall~~ case, the parties will cooperate to promptly ~~notify the other parties hereto~~ prepare and ~~an appropriate~~ file such amendment or supplement ~~describing such information shall be promptly filed~~ with the SEC ~~and,~~ to the extent required by ~~law, disseminated~~ applicable Law and will mail such amendment or supplement to Wendy’s shareholders and Triarc’s stockholders to the ~~stockholders~~ extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the ~~Company~~extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law. (b) ~~The Company~~ Wendy’s and Triarc shall cooperate with each other in order to have lifted any injunctions or remove any other legal impediment to the consummation of the transactions contemplated by this Agreement. (c) Subject to the other provisions of this Agreement, Wendy’s shall (i) take all action necessary in accordance with ~~applicable Laws~~ the OGCL and the ~~Company Organizational Documents~~ Wendy’s Articles and Wendy’s Regulations to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ shareholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Wendy’s Shareholder Approval (the “Wendy’s Meeting”) (including mailing the Proxy Statement as soon as reasonably practicable after the ~~Form S-4~~ SEC has cleared the Proxy Statement and holding the Wendy’s Meeting no later than 40 days after mailing the Proxy Statement, unless a later date is ~~declared effective under~~ mutually agreed by Wendy’s and by Triarc), (ii) include in the ~~Securities Act,~~ Proxy Statement the Recommendation and (iii) use all reasonable efforts to ~~consider~~ solicit from its shareholders proxies to secure the ~~adoption~~ Wendy’s Shareholder Approval. (d) Subject to the other provisions of this ~~Agreement~~ Agreement, Triarc shall (i) take all action necessary in accordance with the DGCL and Triarc’s certificate of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the ~~approval~~ mailing of the ~~transactions contemplated hereby, including~~ Proxy Statement for the ~~Merger~~ purpose of obtaining the Triarc Stockholder Approval (the “~~Stockholders’~~ Triarc Meeting”) (including mailing the Proxy Statement as soon as reasonably practicable after the SEC has cleared the Proxy Statement and holding the Triarc Meeting no later than 40 days after mailing the Proxy, Statement, unless a later date is mutually agreed by Wendy’s and by Triarc)~~. The Company will~~, ~~except~~ (ii) include in the ~~case~~ Proxy Statement the recommendation of ~~a Change~~ Triarc’s board of ~~Recommendation, through its Board of Directors, recommend~~ directors that its stockholders ~~adopt this Agreement~~ grant the Triarc Stockholder Approval and ~~will~~ (iii) use all reasonable ~~best~~ efforts to solicit from its stockholders proxies to secure the Triarc Stockholder Approval. Triarc shall, in ~~favor~~ its capacity as the sole shareholder of ~~the adoption of~~ Merger Sub, approve this Agreement and ~~to take all other action necessary or advisable to secure~~ the ~~vote or consent of its stockholders required by the rules~~ consummation of the ~~NYSE or applicable Laws to obtain such approvals~~transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Triarc Companies Inc), Merger Agreement (Wendys International Inc)

Filings; Other Actions. (a) Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement and, except to the extent provided in Section 5.3 (c) or (d), the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as ~~reasonably~~ practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement; provided that subject to applicable Law the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 10 days following the date of this Agreement, ~~Parent and the Company shall prepare and file with the SEC the Proxy Statement~~and, ~~and Parent shall prepare and file with the SEC the Form S-4~~thereafter, ~~in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company~~ shall use its commercially reasonable ~~best~~ efforts to have the ~~Form S-4 declared effective under~~ preliminary Proxy Statement cleared by the ~~Securities Act~~ SEC as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to the Company’s stockholderspracticable; provided, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Mergerhowever, ~~and~~ that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary 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. The Company shall notify Parent of the receipt of any comments from 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 ~~concerning~~ and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between the Company or any Representative of the Company and the ~~holders of Company Common Stock as may be reasonably requested in connection~~ SEC with ~~any such action. No filing of, or amendment or supplement to, the Form S-4 or~~ respect to the Proxy ~~Statement will be made by~~ Statement. The Company shall provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned)~~ and ~~without providing the other party~~ its legal counsel with a reasonable opportunity to review and comment ~~thereon~~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 or and Merger Sub shall promptly provide the ~~Company,~~ Company with such information as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable may be required to be included in ~~connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of~~ the Proxy Statement or as may be reasonably required to respond to any comment of the ~~Form S-4 or~~ SEC staff. After all the comments ~~thereon and responses thereto or requests~~ received from the SEC have been cleared by the SEC ~~for additional information,~~ staff and ~~will promptly provide~~ all information required to be contained in the ~~other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or~~ Proxy Statement have been included therein by the Company, ~~or any of their respective affiliates, officers or directors, is discovered by Parent or~~ the Company ~~which should~~ shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be ~~set forth~~ disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the record date established by the Board of Directors of the Company. Each of the parties shall correct promptly, any information provided by it to be used specifically in an the Proxy Statement, if required, that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to ~~any of the Form S-4 or~~ the Proxy ~~Statement,~~ Statement so ~~that any of such documents would not include any misstatement of a material fact or omit~~ as to ~~state any material fact necessary~~ correct the same and to ~~make~~ cause the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall Proxy Statement as so corrected to be ~~promptly filed with the SEC and, to the extent required by law,~~ disseminated to the stockholders of the Company, in each case to the extent required by applicable Law. (b) The Company and Parent shall cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein. (c) Subject to Section 7.1(g) of this Agreement, the Company shall take all action necessary in accordance with ~~applicable Laws~~ the OBCA and ~~the Company Organizational Documents~~ its Articles of Incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ stockholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption~~ date of this Agreement (and subject to the ~~approval~~ last sentence of this Section 5.4(c), no later than thirty (30) days after the dissemination of the ~~transactions contemplated hereby, including~~ Proxy Statement to the ~~Merger~~ Company’s stockholders) for the purpose of obtaining the Company Stockholder Approval (the “~~Stockholders’~~ Company Meeting”) and, subject to Section 5.3 (c) or (d), shall include in the Proxy Statement the recommendations of its Board of Directors that its stockholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”). ~~The~~ Subject to Section 5.3 of this Agreement, the Company ~~will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and~~ will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger. Neither the commencement, disclosure, announcement or submission to ~~take all other~~ the Company of any Company Alternative Proposal (whether or not a Company Superior Proposal), nor any furnishing of information, discussions or negotiations with respect thereto, nor any decision or action ~~necessary or advisable to secure the vote or consent of its stockholders required~~ by the ~~rules~~ Board of Directors of the ~~NYSE~~ Company to effect a Company Change of Recommendation shall give the Company any right to delay, defer or ~~applicable Laws~~ adjourn the Company Meeting. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Meeting to ~~obtain such approvals~~the extent reasonably necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders or to permit dissemination of information which is material to stockholders voting at the Company Meeting, or, if as of the time the Company Meeting is scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting or for the adoption and approval of this Agreement and the approval of the Merger.

Appears in 2 contracts

Samples: Merger Agreement (W R Grace & Co), Merger Agreement (Synthetech Inc)

Filings; Other Actions. (a) As promptly as ~~reasonably~~ practicable following the date of this Agreement, ~~Parent and~~ the Company shall prepare and file with the SEC the Proxy Statement, and the Company and Parent shall prepare and file with the SEC the ~~Form S-4,~~ Schedule 13E-3. Parent and the Company shall cooperate with each other in ~~which~~ connection with the ~~Proxy Statement will be included as a prospectus~~preparation of the foregoing documents. Each of Parent and the Company ~~shall~~ will use its commercially reasonable ~~best~~ efforts to ~~have~~ cause the ~~Form S-4 declared effective under~~ Proxy Statement and Schedule 13E-3 to be filed with the ~~Securities Act~~ SEC as promptly as reasonably practicable after ~~such filing and to keep~~ the ~~Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby~~date of this Agreement. The Company will use its commercially reasonable efforts to have the Proxy Statement, and Parent and the Company will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC as promptly as practicable after such filing. The Company will use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s ~~stockholders,~~ stockholders as ~~reasonably~~ promptly as practicable after the ~~Form S-4~~ Proxy Statement is ~~declared effective under~~ cleared by the ~~Securities Act~~SEC. ~~Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the~~ The Company shall ~~furnish all information concerning~~ as promptly as practicable notify Parent of the ~~Company and~~ receipt of any oral or written comments from the ~~holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or~~ SEC relating to the Proxy ~~Statement will be made by~~ Statement. The Company shall cooperate and provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party~~ with a reasonable opportunity to review and comment ~~thereon. Parent or~~ on the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment draft of the Proxy Statement (including each amendment or supplement thereto), and Parent and the ~~Form S-4~~ Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or ~~comments thereon~~ supplement thereto) and all responses ~~thereto or~~ to requests ~~by the SEC~~ for additional ~~information~~information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will ~~promptly~~ provide ~~the~~ each other with copies of ~~any written communication from~~ all such filings made and correspondence with the SEC ~~or any state securities commission~~with respect thereto. If at any time prior to the Effective ~~Time~~ Time, any information ~~relating to Parent or the Company, or any of their respective affiliates, officers or directors, is~~ should be discovered by ~~Parent or the Company which~~ any party hereto that should be set forth in an amendment or supplement to ~~any of~~ the ~~Form S-4~~ Proxy Statement or the ~~Proxy Statement,~~ Schedule 13E-3 so that ~~any of such documents~~ the Proxy Statement or the Schedule 13E-3 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 the 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~~ and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC ~~and, to~~ and disseminated by the ~~extent required by law, disseminated~~ Company to the stockholders of the Company. (b) The Company shall as promptly as practicable, but in no event more than five (5) Business Days after the Proxy Statement is cleared by the SEC or the expiration of the review period therefor, (i) take all action necessary in accordance with ~~applicable Laws and~~ the DGCL (including, not less than twenty (20) days prior to the Company ~~Organizational Documents~~ Meeting, notifying each stockholder of record entitled to notice of such meeting that appraisal rights are available under Section 262 of the DGCL) and its certificate of incorporation and bylaws to mail the Proxy Statement and duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ stockholders as promptly as practicable ~~after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ mailing of the ~~transactions contemplated hereby~~Proxy Statement for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, ~~including the Merger (~~the “~~Stockholders’~~ Company Meeting”~~). The Company will, except in~~ ) and (ii) subject to the ~~case of a Change of Recommendation, through its~~ Board of ~~Directors~~Directors of the Company’s (acting through the Special Committee, ~~recommend that~~ if then in existence) withdrawal or modification of its ~~stockholders adopt this Agreement and will~~ Recommendation in accordance with Section 5.3(d), use commercially reasonable ~~best~~ efforts to solicit from its stockholders proxies in favor of ~~the adoption of~~ this Agreement ~~and~~ sufficient to constitute the Company Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1, the Company will take all ~~other action necessary~~ of the actions contemplated by this Section 5.4 regardless of whether the Board of Directors (whether or ~~advisable to secure~~ not acting through the ~~vote~~ Special Committee, if then in existence) has approved, endorsed or ~~consent of its stockholders required~~ recommended an Alternative Proposal or has withdrawn, modified or amended the Recommendation, and will submit this Agreement for adoption by the ~~rules~~ stockholders of the ~~NYSE or applicable Laws~~ Company at such meeting. (c) Subject to ~~obtain such approvals~~Section 5.3, the Recommendation shall be included in the Proxy Statement and the Schedule 13E-3.

Appears in 2 contracts

Samples: Merger Agreement (Hallwood Group Inc), Merger Agreement (Hallwood Trust /Tx/)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, ~~Parent and~~ the Company shall prepare and file with the SEC the Proxy Statement, and the Company and Parent shall prepare and file with the SEC the ~~Form S-4, in which the Proxy Statement will be included as a prospectus~~Schedule 13E-3. ~~Each of~~ Parent and the Company shall cooperate with each other in connection with the preparation of the foregoing documents. The Company will use its reasonable best efforts to have the ~~Form S-4 declared effective under~~ Proxy Statement, and Parent and the ~~Securities Act~~ Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the staff of the SEC as promptly as ~~reasonably~~ practicable after such ~~filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby~~filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s ~~stockholders,~~ stockholders as ~~reasonably~~ promptly as practicable after the ~~Form S-4~~ Proxy Statement is ~~declared effective under~~ cleared by the ~~Securities Act~~staff of the SEC. ~~Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the~~ The Company shall ~~furnish all information concerning~~ as promptly as practicable notify Parent of the ~~Company and~~ receipt of any oral or written comments from the ~~holders~~ staff of ~~Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to,~~ the ~~Form S-4 or~~ SEC relating to the Proxy ~~Statement will be made by~~ Statement. The Company shall cooperate and provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party~~ with a reasonable opportunity to review and comment ~~thereon. Parent or~~ on the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment draft of the Proxy Statement (including each amendment or supplement thereto), and Parent and the ~~Form S-4~~ Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or ~~comments thereon~~ supplement thereto) and all responses ~~thereto or~~ to requests ~~by the SEC~~ for additional ~~information~~information by and replies to comments of the staff of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will ~~promptly~~ provide ~~the~~ each other with copies of ~~any written communication from~~ all such filings made and correspondence with the SEC or ~~any state securities commission~~its staff with respect thereto. If at any time prior to the Effective ~~Time~~ Time, any information ~~relating to Parent or the Company, or any of their respective affiliates, officers or directors, is~~ should be discovered by ~~Parent or the Company~~ any party hereto which should be set forth in an amendment or supplement to ~~any of~~ the ~~Form S-4~~ Proxy Statement or the ~~Proxy Statement,~~ Schedule 13E-3 so that ~~any of such documents~~ the Proxy Statement or the Schedule 13E-3 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 the light of the circumstances under which they were made, not misleading, the party ~~that~~ which discovers such information shall promptly notify the other parties hereto ~~and~~ and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC ~~and, to~~ and disseminated by the ~~extent required by law, disseminated~~ Company to the stockholders of the Company. (b) ~~The~~ Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with ~~applicable Laws and~~ the CBCA (including, not less than 20 days prior to the Company ~~Organizational Documents~~ Meeting, notifying each stockholder of record entitled to vote at such meeting that appraisal rights are available under Section 33-855 et seq. of the CBCA) and its certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ stockholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ mailing of the ~~transactions contemplated hereby~~Proxy Statement for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, ~~including the Merger (~~the “~~Stockholders’~~ Company Meeting”)~~. The Company will~~, ~~except in~~ and (ii) subject to the ~~case of a Change of Recommendation, through its~~ Board of ~~Directors~~Directors of the Company’s or the Special Committee’s withdrawal or modification of its Recommendation in accordance with Section 5.3(d), ~~recommend that its stockholders adopt this Agreement and will~~ use reasonable best efforts to solicit or cause to be solicited from its stockholders proxies in favor of the ~~adoption~~ approval of this Agreement, the Merger and the other transactions contemplated hereby. The Proxy Statement will include the Recommendation unless the Board of Directors (acting through the Special Committee, if then in existence) has withdrawn, modified or amended the Recommendation to the extent permitted under Section 5.3(d). Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to ~~take all other action necessary~~ compliance with Section 7.2, the Company, regardless of whether the Board of Directors (whether or ~~advisable to secure~~ not acting through the ~~vote~~ Special Committee, if then in existence) has approved, endorsed or ~~consent~~ recommended an Alternative Proposal or has withdrawn, modified or amended the Recommendation, but in compliance with Section 33-817(2) of ~~its stockholders required~~ the CBCA, will submit this Agreement for adoption by the ~~rules~~ stockholders of the ~~NYSE or applicable Laws to obtain such approvals~~Company at the Company Meeting.

Appears in 2 contracts

Samples: Merger Agreement (Court Square Capital Partners II LP), Merger Agreement (Leever Daniel H)

Filings; Other Actions. (a) Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement and, except to the extent provided in Section 5.3 (c) or (d), the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as ~~reasonably~~ practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement; provided that subject to applicable Law the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 30 days following the date of this Agreement, ~~Parent and the Company shall prepare and file with the SEC the Proxy Statement~~and, ~~and Parent shall prepare and file with the SEC the Form S-4~~thereafter, ~~in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company~~ shall use its commercially reasonable ~~best~~ efforts to have the ~~Form S-4 declared effective under~~ preliminary Proxy Statement cleared by the ~~Securities Act~~ SEC as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to the Company’s stockholderspracticable; provided, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Mergerhowever, ~~and~~ that the Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary 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. The Company shall notify Parent of the receipt of any comments from 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 ~~concerning~~ and shall provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between the Company or any Representative of the Company and the ~~holders of Company Common Stock as may be reasonably requested in connection~~ SEC with ~~any such action. No filing of, or amendment or supplement to, the Form S-4 or~~ respect to the Proxy ~~Statement will be made by~~ Statement. The Company shall provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned)~~ and ~~without providing the other party~~ its legal counsel with a reasonable opportunity to review and comment ~~thereon~~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 or and Merger Sub shall promptly provide the ~~Company,~~ Company with such information as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable may be required to be included in ~~connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of~~ the Proxy Statement or as may be reasonably required to respond to any comment of the ~~Form S-4 or~~ SEC staff. After all the comments ~~thereon and responses thereto or requests~~ received from the SEC have been cleared by the SEC ~~for additional information,~~ staff and ~~will promptly provide~~ all information required to be contained in the ~~other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or~~ Proxy Statement have been included therein by the Company, ~~or any of their respective affiliates, officers or directors, is discovered by Parent or~~ the Company ~~which should~~ shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be ~~set forth~~ disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the record date established by the Board of Directors of the Company. Each of the parties shall correct promptly, any information provided by it to be used specifically in an the Proxy Statement, if required, that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to ~~any of the Form S-4 or~~ the Proxy ~~Statement,~~ Statement so ~~that any of such documents would not include any misstatement of a material fact or omit~~ as to ~~state any material fact necessary~~ correct the same and to ~~make~~ cause the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall Proxy Statement as so corrected to be ~~promptly filed with the SEC and, to the extent required by law,~~ disseminated to the stockholders of the Company, in each case to the extent required by applicable Law. (b) The Company and Parent shall cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein. (c) Subject to Section 7.1(g) of this Agreement, the Company shall take all action necessary in accordance with ~~applicable Laws~~ the DGCL and ~~the Company Organizational Documents~~ its restated certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ stockholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption~~ date of this Agreement (and subject to the ~~approval~~ last sentence of this Section 5.4(c), no later than thirty (30) days after the dissemination of the ~~transactions contemplated hereby, including~~ Proxy Statement to the ~~Merger~~ Company’s stockholders) for the purpose of obtaining the Company Stockholder Approval (the “~~Stockholders’~~ Company Meeting”) and, subject to Section 5.3 (c) or (d), shall include in the Proxy Statement the recommendations of its Board of Directors that its stockholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”). ~~The~~ Subject to Section 5.3 of this Agreement, the Company ~~will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and~~ will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger. Neither the commencement, disclosure, announcement or submission to ~~take all other~~ the Company of any Company Alternative Proposal (whether or not a Company Superior Proposal), nor any furnishing of information, discussions or negotiations with respect thereto, nor any decision or action ~~necessary or advisable to secure the vote or consent of its stockholders required~~ by the ~~rules~~ Board of Directors of the ~~NYSE~~ Company to effect a Company Change of Recommendation shall give the Company any right to delay, defer or ~~applicable Laws~~ adjourn the Company Meeting. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Meeting to ~~obtain such approvals~~the extent reasonably necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders or to permit dissemination of information which is material to stockholders voting at the Company Meeting, or, if as of the time the Company Meeting is scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting or for the adoption and approval of this Agreement and the approval of the Merger.

Appears in 2 contracts

Samples: Merger Agreement (Rohm & Haas Co), Merger Agreement (Dow Chemical Co /De/)

Filings; Other Actions. (a) ~~As promptly as reasonably practicable following the date of this Agreement~~The Company, Parent and Merger Sub shall take or cause to be taken such actions as may be required to be taken under the ~~Company shall prepare and file with the SEC the Proxy Statement~~Exchange Act any other federal securities Laws, and ~~Parent shall prepare and file~~ under any applicable state securities or “blue sky” Laws in connection with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated ~~hereby~~by this Agreement, including the Proxy Statement and the Schedule 13E-3. ~~The~~ In connection with the Merger and the Company ~~will~~ Meeting, the Company shall as promptly as practicable after the date hereof prepare and file (in not event later than November 30, 2007) with the SEC the Proxy Statement relating to the Merger and the other transactions contemplated by this Agreement, and the Company and Parent shall use all reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company’s ~~stockholders~~shareholders, all as promptly as reasonably ~~practicable after~~ practicable; provided, however, that prior to the ~~Form S-4 is declared effective under~~ filing of the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the MergerProxy Statement, ~~and~~ the Company shall ~~furnish all information concerning the Company~~ consult with Parent with respect to such filings and ~~the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by~~ shall afford Parent or ~~the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a~~ its Representatives reasonable opportunity to ~~review and~~ comment thereon. Parent or and Merger Sub shall provide the Company with any information for inclusion in the Proxy Statement which may be required under applicable Law and/or which is reasonably requested by the Company~~, as applicable, will advise the other~~ . The Company shall notify Parent promptly ~~after it receives oral or written notice~~ of the ~~time when~~ receipt of comments of the ~~Form S-4 has become effective or any supplement or amendment has been filed, the issuance~~ SEC and of any ~~stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written~~ request by from the SEC for ~~amendment of~~ amendments or supplements to the Proxy Statement or ~~the Form S-4 or comments thereon and responses thereto or requests by the SEC~~ for additional information, and will promptly ~~provide the other~~ supply Parent with copies of ~~any written communication from~~ all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. Concurrently with the preparation and filing of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and file with the SEC the Schedule 13E-3. The parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall use its respective commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement and the Schedule 13E-3 and any ~~state securities commission~~other required filings as promptly as practicable after receipt thereof. Each of the Company, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement or Schedule 13E-3 which shall have become false or misleading. If at any time prior to the ~~Effective Time~~ Company Meeting any ~~information relating~~ event should occur which is required by applicable Law to ~~Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should~~ be set forth in an amendment of, or a supplement ~~to any of~~ to, the ~~Form S-4~~ Proxy Statement or the ~~Proxy Statement~~Schedule 13E-3, ~~so that any~~ the Company will promptly inform Parent. In such case, the Company, with the cooperation of Parent, will, upon learning of such ~~documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein~~event, ~~in light of the circumstances under which they were made, not misleading, the party that discovers~~ promptly prepare and file 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,~~ to the extent required by ~~law, disseminated~~ applicable Law and shall mail such amendment or supplement to the ~~stockholders of~~ Company’s shareholders to the ~~Company~~extent required by applicable Law; provided, however, that prior to such filing, the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon. (b) ~~The~~ Prior to the earlier of the Effective Time or the Termination Date, the Company and Parent shall cooperate with each other in order to lift any injunctions or remove any other legal impediment to the consummation of the transactions contemplated by this Agreement or the Support and Voting Agreements. (c) Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with ~~applicable Laws~~ the FBCA and ~~the Company Organizational Documents~~ its amended and restated articles of incorporation and amended and restated bylaws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ shareholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) (including mailing the Proxy Statement as soon as reasonably practicable after the ~~Form S-4 is declared effective under~~ SEC has cleared the ~~Securities Act~~Proxy Statement and holding the Company Meeting as soon as practicable after mailing the Proxy Statement), (ii) include in the Proxy Statement the Recommendation of the Board of Directors, based on the unanimous recommendation of the Special Committee, that the shareholders of the Company vote in favor of the approval of this Agreement and, as applicable, the written opinion of the Advisor, dated on or about the date of this Agreement, to ~~consider~~ the ~~adoption~~ effect that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock (other than the Participating Holders) and (iii) use all reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the ~~approval of the~~ transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt by this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvalsAgreement.

Appears in 2 contracts

Samples: Merger Agreement (Vestar Capital Partners v L P), Merger Agreement (Radiation Therapy Services Inc)

Filings; Other Actions. (a) As If the approval of this Agreement by the Company’s stockholders is required under applicable Law, as promptly as ~~reasonably~~ practicable following the ~~date of this Agreement~~Offer Closing, ~~Parent and~~ the Company shall prepare and file with the SEC the Proxy Statement, and Parent ~~shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent~~ and the Company shall cooperate with each other in connection with the preparation of the Proxy Statement. The Company will use its reasonable best efforts to have the ~~Form S-4 declared effective under~~ Proxy Statement cleared by the ~~Securities Act~~ staff of the SEC as promptly as reasonably practicable after such ~~filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby~~filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s ~~stockholders,~~ stockholders as ~~reasonably~~ promptly as practicable after the ~~Form S-4~~ Proxy Statement is ~~declared effective under~~ cleared by the ~~Securities Act~~staff of the SEC. The Company shall as promptly as practicable notify Parent ~~shall also take~~ of the receipt of any ~~action required~~ oral or written comments from the staff of the SEC relating to ~~be taken under any applicable state or provincial securities laws in connection~~ the Proxy Statement. Prior to filing with the ~~issuance~~ SEC, sending to the SEC or mailing to stockholder of the Company (i) the Proxy Statement (including each amendment or supplement thereto) and ~~reservation~~ (ii) all written responses to requests for additional information by and replies to written comments of ~~Common Units in~~ the ~~Merger~~staff of the SEC or responding to any comments from the SEC with respect thereto, ~~and~~ the Company shall ~~furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection~~ provide Parent with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment ~~thereon. Parent~~ on such document or ~~the Company~~response, ~~as applicable, will advise the other promptly after it receives oral~~ shall include in such document or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request response all comments reasonably proposed by ~~the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information~~Parent, and shall obtain the consent of Parent to such filing or mailing, such consent not to be unreasonably withheld conditioned or delayed. The Company will ~~promptly~~ provide ~~the other with~~ to Parent copies of ~~any written communication from~~ all such filings made and correspondence with the SEC or ~~any state securities commission~~its staff with respect thereto. If at any time prior to the earlier of the Effective Time and the Termination Date, any information ~~relating to Parent or the Company, or any of their respective affiliates, officers or directors, is~~ should be discovered by ~~Parent or the Company~~ any party hereto which should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy ~~Statement,~~ Statement so that ~~any of such documents~~ the Proxy Statement 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 the light of the circumstances under which they were made, not misleading, the party ~~that~~ which discovers such information shall promptly notify the other parties hereto ~~and~~ and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC ~~and, to~~ and disseminated by the ~~extent required by law, disseminated~~ Company to the stockholders of the Company. (b) ~~The~~ If the approval of this Agreement by the Company’s stockholders is required under applicable Law, the Company shall (i) take all action necessary in accordance with ~~applicable Laws~~ the DGCL and the Company Organizational Documents to duly call, give notice of, convene and hold a meeting of its ~~stockholders~~stockholders as promptly as reasonably practicable after the Offer Closing (such meeting or any adjournment or postponement thereof, the “Company Meeting”), and (ii) subject to Section 6.3(e), include the Recommendation in the Proxy Statement. Notwithstanding the foregoing, if following the Offer and any subsequent offering period and the exercise, if any, of the Top-Up Option, Parent, Merger Sub and their respective Subsidiaries shall hold, in the aggregate, at least ninety percent (90%) of the outstanding Shares (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)), the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any Shares held by Parent or any Subsidiary of Parent, to ~~be held~~ cause the Merger to become effective as ~~promptly~~ soon as practicable after the ~~Form S-4 is declared effective under the Securities Act~~Offer Closing and as close in time as possible to (including, to ~~consider~~ the ~~adoption of this Agreement and~~ extent possible, on the ~~approval~~ same day as) the issuance of the ~~transactions contemplated hereby~~Top-Up Shares, ~~including~~ without the ~~Merger (the “Stockholders’ Meeting”). The~~ Company ~~will, except~~ Stockholders Meeting in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor accordance with Section 253 of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvalsDGCL.

Appears in 2 contracts

Samples: Merger Agreement (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Dionex Corp /De)

Filings; Other Actions. (a) Each of Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement. Except in the event of a Change of Board Recommendation specifically permitted by Section 5.2(d), the Proxy Statement shall include the Company Board Recommendation. As promptly as ~~reasonably~~ practicable after the execution of this Agreement, and in any event no later than twenty-five (25) days following the date of this Agreement, ~~Parent and the~~ Company shall ~~prepare and~~ file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the~~ preliminary Proxy Statement ~~will be included as a prospectus. Each of Parent and the Company~~ and, thereafter, shall use its reasonable best efforts to have the ~~Form S-4 declared effective under~~ preliminary Proxy Statement cleared by the ~~Securities Act~~ SEC as promptly as practicable; provided, however, that Company shall furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Company shall notify Parent of the receipt of any comments from 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 after such filing~~ practicable, copies of all written correspondence (and ~~to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The~~ summaries of any oral comments) between Company ~~will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take~~ or any ~~action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation~~ Representative of ~~Common Units in the Merger, and the Company shall furnish all information concerning the~~ Company and the ~~holders of Company Common Stock as may be reasonably requested in connection~~ SEC with ~~any such action. No filing of, or amendment or supplement to, the Form S-4 or~~ respect to the Proxy ~~Statement will be made by~~ Statement. Company shall provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned)~~ and ~~without providing the other party~~ its legal counsel with a reasonable opportunity to review and comment ~~thereon~~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 accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent ~~or the Company,~~ and Merger Sub shall promptly provide Company with such information as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable may be required to be included in ~~connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of~~ the Proxy Statement or as may be reasonably required to respond to any comment of the ~~Form S-4 or~~ SEC staff. After all the comments ~~thereon and responses thereto or requests~~ received from the SEC have been cleared by the SEC ~~for additional information~~staff and all information required to be contained in the Proxy Statement have been included therein by Company, ~~and will promptly provide~~ Company shall file the ~~other~~ definitive Proxy Statement with ~~copies of any written communication from~~ the SEC and cause the Proxy Statement to be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the record date established by the Board of Directors of Company or ~~any state securities commission~~the Special Committee. ~~If at any time prior to~~ Each of the ~~Effective Time~~ parties hereto shall correct promptly, any information ~~relating~~ provided by it to ~~Parent~~ be used specifically in the Proxy Statement, if required, that shall have become false or misleading in any material respect and shall take all steps necessary to file with the ~~Company, or~~ SEC and have cleared by the SEC any ~~of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an~~ amendment or supplement to ~~any of the Form S-4 or~~ the Proxy ~~Statement,~~ Statement so ~~that any~~ as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of ~~such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein~~Company, 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, each case to the extent required by ~~law, disseminated to the stockholders of the Company~~applicable Law. (b) ~~The~~ Company and Parent shall cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein. (c) Company shall take all action necessary in accordance with ~~applicable Laws~~ the DGCL and ~~the Company Organizational Documents~~ its certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of ~~its stockholders, to be held~~ the holders of Common Shares as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption~~ date of this Agreement (and in any event, no later than forty (40) days after the ~~approval~~ filing of the ~~transactions contemplated hereby, including~~ definitive Proxy Statement with the ~~Merger~~ SEC) for the purpose of obtaining the Company Requisite Vote (the “~~Stockholders’~~ Company Meeting”~~). The Company will~~) and, except in the ~~case~~ event of a Change of Board Recommendation specifically permitted by Section 5.2(d), Company shall include in the Proxy Statement the Company Board Recommendation. Except in the event of a Change of Board Recommendation specifically permitted by Section 5.2(d), ~~through its~~ the Board of ~~Directors, recommend that its stockholders adopt this Agreement~~ Directors of Company and ~~will~~ the Special Committee shall use their reasonable best efforts to ~~solicit~~ obtain from ~~its stockholders proxies~~ the holders of Common Shares the Company Requisite Vote in favor of the adoption of this Agreement, and the Board of Directors of Company and the Special Committee shall publicly reaffirm the Company Board Recommendation within 48 hours after any such request by Parent. Unless this Agreement ~~and~~ is validly terminated in accordance with its terms pursuant to ~~take all other~~ Article VII, Company shall submit this Agreement to the holders of Common Shares at the Company Meeting even if its Board of Directors shall have withdrawn, modified or qualified the Company Board Recommendation or otherwise effected a Change of Board Recommendation or proposed or announced any intention to do so. (d) Unless this Agreement is validly terminated in accordance with its terms pursuant to Article VII, neither the commencement, disclosure, announcement or submission to Company of an Acquisition Proposal (whether or not a Superior Proposal), nor any furnishing of information, discussions or negotiations with respect thereto, nor any decision or action ~~necessary~~ by the Board of Directors of Company to effect a Change of Board Recommendation shall give Company any right to delay, defer or ~~advisable to secure~~ adjourn the ~~vote~~ Company Meeting. Notwithstanding the foregoing, Company may adjourn or postpone the Company Meeting with the consent of ~~its~~ Parent (and shall so adjourn or postpone the Company Meeting if requested to do so by Parent) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to Company’s stockholders ~~required by the rules~~ or, if as of the ~~NYSE~~ time the Company Meeting is scheduled (as set forth in the Proxy Statement), there are insufficient Common Shares represented (either in person or ~~applicable Laws~~ by proxy) to ~~obtain such approvals~~constitute a quorum necessary to conduct the business of the Company Meeting.

Appears in 2 contracts

Samples: Merger Agreement (Francisco Partners II LP), Merger Agreement (Quadramed Corp)

Appears in 2 contracts

Samples: Merger Agreement (Canadian National Railway Co), Merger Agreement (Kansas City Southern)

Filings; Other Actions. (a) As The Company, Parent and Merger Sub shall each use all commercially reasonable efforts to take or cause to be taken such actions as may be required to be taken under the Exchange Act, any other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement. In connection with the Merger and the Company Meeting, the Company shall prepare and file with the SEC, as promptly as ~~reasonably~~ practicable following the date of this Agreement, ~~Parent and the Company shall prepare and file with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which~~ the Proxy Statement ~~will be included as a prospectus. Each of Parent and the Company shall use reasonable best efforts~~ relating to ~~have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate~~ the Merger and the other transactions contemplated ~~hereby. The~~ by this Agreement, and the Company ~~will~~ and Parent shall use all commercially reasonable efforts to respond to any comments of the SEC and to cause the Proxy Statement to be mailed to the ~~Company’s stockholders~~Company Common Stockholders, all as promptly as reasonably ~~practicable after~~ practicable; provided that prior to the ~~Form S-4 is declared effective under~~ filing of the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the MergerProxy Statement, ~~and~~ the Company shall ~~furnish all information concerning the Company~~ consult with Parent with respect to such filing and ~~the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by~~ shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the Company, as ~~applicable~~promptly as practicable, ~~without~~ with any information for inclusion in the ~~other’s prior consent (~~Proxy Statement which ~~shall not~~ may be ~~unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or~~ required under applicable Law and/or which is reasonably requested by the Company~~, as applicable, will advise the other promptly after it receives oral or written notice~~ . The Company shall notify Parent of the ~~time when~~ receipt of comments of the ~~Form S-4 has become effective or any supplement or amendment has been filed, the issuance~~ SEC and of any ~~stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written~~ request by from the SEC for ~~amendment of~~ amendments or supplements to the Proxy Statement or ~~the Form S-4 or comments thereon and responses thereto or requests by the SEC~~ for additional information, and will promptly ~~provide the other~~ supply Parent with copies of ~~any written communication from~~ all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. Each of the Company, Parent and Merger Sub shall use its respective commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement and any ~~state securities commission~~other required filings as promptly as practicable after receipt thereof. Each of the Company, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the ~~Effective Time~~ Company Meeting any ~~information relating~~ event should occur which is required by applicable Law to ~~Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should~~ be set forth in an amendment of, or a supplement ~~to any of the Form S-4 or~~ to, the Proxy Statement, ~~so that any~~ the Company will, with the cooperation of Parent, upon learning of such ~~documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein~~event, ~~in light of the circumstances under which they were made, not misleading, the party that discovers~~ promptly prepare and file 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,~~ to the extent required by ~~law, disseminated~~ applicable Law and shall mail such amendment or supplement to the Company’s stockholders to the extent required by applicable Law; provided that prior to such filing, the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, the Company shall have no obligation to notify Parent of any matters to the extent that the Special Committee determines in good faith, after consultation with the legal counsel of the ~~Company~~Company or the Special Committee, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company Common Stockholders under applicable Law. (b) ~~The~~ During the Pre-Closing Period, the Company and Parent shall cooperate with each other in order to lift any injunctions or remove any other legal impediment to the consummation of the transactions contemplated by this Agreement. (c) Subject to the other provisions of this Agreement, the Company shall, subject to Section 4.3, (i) take all action necessary in accordance with ~~applicable Laws~~ the DGCL and ~~the Company Organizational Documents~~ its certificate of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Required Company Stockholder Vote (the “Company Meeting”) (including mailing the Proxy Statement as soon as reasonably practicable after the ~~Form S-4~~ SEC has cleared the Proxy Statement and holding the Company Meeting no later than 35 days after mailing the Proxy Statement, unless a later date is ~~declared effective under~~ mutually agreed by the ~~Securities Act~~Company and by Parent), ~~to consider~~ (ii) include in the ~~adoption of this Agreement and~~ Proxy Statement the ~~approval~~ recommendation of the ~~transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its~~ Board of ~~Directors~~the Company, ~~recommend~~ based on the unanimous recommendation of the Special Committee, that ~~its~~ the stockholders ~~adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies~~ of the Company vote in favor of the adoption of this Agreement and, subject to the approval of the Advisor, as applicable, the written opinions of the Advisor, dated as of the date of this Agreement, that, as of such date, each of the Xxxxxxxx Transaction and the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stockholders and (iii) use all commercially reasonable efforts to solicit from the Company Common Stockholders proxies in favor of the approval of this Agreement and the transactions contemplated by this Agreement. (d) Notwithstanding anything herein to the contrary, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all ~~other action necessary~~ of the actions contemplated by Section 5.1(a) and Section 5.1(c)(i) regardless of whether the Board of the Company (acting through the Special Committee, if then in existence) has approved, endorsed or ~~advisable to secure~~ recommended a Superior Proposal or has withdrawn, modified or amended the ~~vote or consent of its stockholders required~~ Recommendation, and will submit this Agreement for adoption by the ~~rules of~~ Company Common Stockholders at the ~~NYSE or applicable Laws~~ Company Meeting. Notwithstanding anything to ~~obtain such approvals~~the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated in accordance with Section 8.1.

Appears in 2 contracts

Samples: Merger Agreement (Smith & Wollensky Restaurant Group Inc), Agreement and Plan of Merger (Smith & Wollensky Restaurant Group Inc)

Filings; Other Actions. (a) ~~As promptly as reasonably practicable following~~ Subject to the ~~date~~ provisions of this Agreement and the Distribution Agreement, ~~Parent and~~ the Company shall prepare and file with the ~~SEC~~ Securities and Exchange Commission (the "SEC") as soon as reasonably practicable following the execution hereof a proxy statement (the "Proxy Statement") for the solicitation of proxies in favor of (i) the adoption of this Agreement and (ii) the approval of the Governance Proposals and the Stockholder Rights Proposal. The Company shall not propose to its stockholders the adoption of any of the Governance Proposals or the Stockholder Rights Proposal as independent amendments to the Company's Restated Certificate of Incorporation, ~~and Parent~~ but only as amendments to be adopted upon the effectiveness of the Merger. The Company shall ~~prepare and file with the SEC the Form S-4, in which~~ use all reasonable efforts to have the Proxy Statement ~~will be included~~ cleared by the SEC for mailing in definitive form as ~~a prospectus~~promptly as practicable after such filing. ~~Each~~ The Company and Centex shall cooperate with each other in the preparation of ~~Parent~~ the Proxy Statement and any amendment or supplement thereto, and the Company shall ~~use reasonable best efforts~~ notify Centex of the receipt of any comments of the SEC with respect to ~~have~~ the ~~Form S-4 declared effective under~~ Proxy Statement and of any requests by the ~~Securities Act as~~ SEC for any amendment or supplement thereto or for additional information, and shall provide to Centex promptly ~~as reasonably practicable after such filing and to keep~~ copies of all correspondence between the ~~Form S-4 effective as long as necessary to consummate the Merger~~ SEC and the ~~other transactions contemplated hereby~~Company or any of its advisors with respect to the Proxy Statement. The Company ~~will~~ shall give Centex and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments Centex may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use its reasonable best efforts, after consultation with Centex and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common ~~Units issuable in connection with~~ Stock entitled to vote at the ~~Merger for offering~~ Stockholders Meeting promptly upon the resolution of all such comments and requests or ~~sale in any jurisdiction, or any oral or written request~~ at such other time agreed to by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents 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 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, to the extent required by law, disseminated to the stockholders of the Company~~hereto. (b) The Company ~~shall take~~ agrees promptly to furnish to Centex all ~~action necessary in accordance with applicable Laws~~ copies of written communications (and summaries of the ~~Company Organizational Documents to duly give notice of~~substance of all oral communications) received by it, ~~convene and hold a meeting~~ or any of its ~~stockholders~~affiliates or representatives from, ~~to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act~~or delivered by any of its affiliates or representatives to, ~~to consider the adoption of this Agreement and the approval~~ any federal, state or local or international court, commission, governmental body, agency, authority, tribunal, board or other governmental entity (each a "Governmental Entity") in respect of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals.

Appears in 2 contracts

Samples: Merger Agreement (Centex Construction Products Inc), Merger Agreement (Centex Corp)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, ~~Parent and~~ the Company shall prepare and file with the SEC the preliminary Proxy Statement, Parent shall, and ~~Parent~~ shall cause the Trust to, prepare and file with the SEC the Form ~~S-4~~S-4 and the Company and Parent shall jointly prepare and file the Schedule 13E-3 with the SEC, and the Company and Parent shall cooperate with each other in ~~which~~ connection with the preparation of the foregoing. Parent shall reasonably cooperate with the Company in the preparation of the Proxy Statement ~~will~~ and the Schedule 13E-3, including by providing the Company with any information regarding Parent or Merger Sub that is reasonably required to be included ~~as a prospectus~~in the Proxy Statement or the Schedule 13E-3. ~~Each of~~ The Company shall reasonably cooperate with Parent and the Trust in the preparation of the Form S-4, including by providing Parent and the Trust with any information regarding the Company or its properties or assets that is reasonably requested by Parent and required to be included in the Form S-4. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff, to clear the preliminary Proxy Statement and the Schedule 13E-3 with the SEC as promptly as practicable after filing and to cause the Proxy Statement and Schedule 13E-3 to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC (or as otherwise directed by Parent with respect to coordinating with the mailing of the Form S-4). Parent and the Trust shall use their reasonable best efforts to respond to any comments of the SEC or its staff, to have the Form S-4 declared effective ~~under~~ by the ~~Securities Act~~ SEC as promptly as ~~reasonably~~ practicable after ~~such filing~~ filing, and to ~~keep~~ cause the Form S-4 ~~effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement~~ to be mailed to the Company’s ~~stockholders,~~ stockholders as ~~reasonably~~ promptly as practicable after ~~the Form S-4~~ it is declared ~~effective under the Securities Act~~effective. ~~Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation~~ Each of ~~Common Units in the Merger, and the Company shall furnish all information concerning~~ the Company and Parent will advise the ~~holders~~ other party, promptly after it receives notice thereof, of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, the Schedule 13E-3 or the Form S-4, as applicable, or comments thereon or responses thereto or requests by the SEC or its staff for additional information. The Company ~~Common Stock as may be reasonably requested in connection~~ will promptly provide Parent with ~~any such action~~copies of all correspondence between the Company (or its Representatives) and the SEC (or its staff) regarding the Proxy Statement, the Schedule 13E-3 or the Merger. No filing of, or amendment or supplement to, or correspondence to the ~~Form S-4~~ SEC or its staff with respect to, the Proxy Statement or the Schedule 13E-3 will be made by ~~Parent or~~ the Company, ~~as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and~~ without providing ~~the other party~~ Parent and Merger Sub a reasonable opportunity to review and comment ~~thereon. Parent~~ thereon (and the Company shall give reasonable consideration to all reasonable comments suggested by Parent, Merger Sub or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commissiontheir counsel). If at any time prior to the ~~Effective Time~~ Company Stockholders’ Meeting there shall occur any ~~information relating~~ event that is required to ~~Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should~~ be set forth in an amendment or supplement to ~~any of~~ the ~~Form S-4~~ Proxy Statement or the Proxy Statement, so that any of such documents 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 misleadingSchedule 13E-3, the ~~party that discovers~~ Company shall as promptly as reasonably practicable prepare and mail to its stockholders 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, to the extent required by law, disseminated to the stockholders of the Company~~supplement. (b) ~~The~~ As promptly as reasonably practicable following the clearance of the Proxy Statement and the Schedule 13E-3 by the SEC and the declaration of effectiveness of the Form S-4, the Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its ~~stockholders~~stockholders (including any postponement or adjournment thereof) for the purpose of obtaining the Company Stockholder Approval (the “Company Stockholders’ Meeting”). Notwithstanding anything to the contrary contained in this Agreement, the Company shall not adjourn or postpone the Company Stockholders’ Meeting without Parent’s consent; provided that without Parent’s consent, the Company may adjourn or postpone the Company Stockholders Meeting after consultation with Parent (i) to ~~be held as promptly as practicable after~~ the extent necessary to ensure that any required supplement or amendment to the Proxy Statement, Form S-4 or Schedule 13E-3 is ~~declared effective under~~ provided to the ~~Securities Act~~stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders’ Meeting or (ii) if as of the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained. Subject to making a Company Adverse Recommendation Change, ~~to consider~~ the Company Board shall recommend the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts shall take all lawful action to solicit ~~from its stockholders proxies in favor of the~~ such adoption of this Agreement. In the event that subsequent to the date hereof, the Company Board determines to make a Company Adverse Recommendation Change, the Company shall nevertheless submit this Agreement to the holders of the Company Common Stock for adoption at the Company Stockholders’ Meeting and to take all other action necessary or advisable to ~~secure~~ solicit the vote or consent of its stockholders required by the rules of the NYSE or applicable ~~Laws~~ law, and shall not submit to ~~obtain~~ the vote of its stockholders any Company Takeover Proposal other than the Merger unless this Agreement shall have been terminated in accordance with its terms prior to such ~~approvals~~meeting. (c) At the Company Stockholders’ Meeting or any postponement or adjournment thereof, Parent and Merger Sub shall vote, or cause to be voted, all of the shares of Company Common Stock then beneficially owned by either of them or any of their Subsidiaries and controlled affiliates in favor of the adoption of this Agreement. (d) As promptly as reasonably practicable following the date of this Agreement, Parent will cause the Trust to prepare and file with the SEC a shelf registration statement on any appropriate form under the Securities Act (the “Shelf Registration Statement”) relating to the transfer of Royalty Trust Units to holders of Company Convertible Securities upon conversion of such holders’ Company Convertible Securities. Parent shall reasonably cooperate with the Trust in the preparation of the Shelf Registration Statement, including by providing the Trust with any information regarding Parent, the Company or their respective properties or assets that is reasonably requested by Parent and required to be included in the Shelf Registration Statement. Parent and the Trust shall use their reasonable best efforts to respond to any comments of the SEC or its staff, to have the Shelf Registration Statement declared effective by the SEC as promptly as practicable after filing but in no event later than the Effective Time, and to cause the Shelf Registration Statement to remain continuously effective until the earlier of (i) the conversion, exchange, repurchase or redemption of all Company Convertible Securities or (ii) the maturity of each series of Company Convertible Securities.

Appears in 2 contracts

Samples: Merger Agreement (McMoran Exploration Co /De/), Merger Agreement (Freeport McMoran Copper & Gold Inc)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the~~ Form S-4, in which will include the Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus and shall, for the avoidance of doubt, register the issuance of the Parent Common Stock, issued at the Effective Time in the Merger. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. ~~The~~ Each of Parent and the Company will cause the Proxy ~~Statement~~ Statement/Prospectus to be mailed to ~~the Company’s stockholders,~~ their respective stockholders as ~~reasonably~~ promptly as practicable after the Form S-4 is declared or becomes effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (~~which shall~~ not to be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common ~~Units~~ Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy ~~Statement~~ Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities ~~commission~~commission with respect to the Form S-4 or the Proxy Statement/Prospectus. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to ~~any of~~ either the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include ~~any~~ a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other ~~parties~~ party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of ~~the Company~~each party. (b) ~~The Company~~ As promptly as reasonably practicable following the clearance of the Proxy Statement/Prospectus by the SEC, Parent shall take all action necessary in accordance with applicable Laws and the ~~Company~~ Parent Organizational Documents to duly give notice of, convene and hold a meeting of its ~~stockholders~~stockholders for the purpose of obtaining the Parent Stockholder Approval (as such meeting may be adjourned or postponed in accordance with this Agreement, the “Parent Stockholders’ Meeting”) and not postpone or adjourn the Parent Stockholders’ Meeting except to ~~be held as promptly as practicable after~~ the ~~Form S-4 is declared effective under~~ extent required by applicable Law or to solicit additional proxies and votes in favor of the ~~Securities Act, to consider the~~ approval and adoption of this Agreement and the ~~approval of~~ Merger, the ~~transactions~~ Parent Share Issuance or the Parent Charter Amendment, as contemplated ~~hereby~~by this Agreement, ~~including~~ if sufficient votes to constitute the ~~Merger (the “Stockholders’ Meeting”)~~Parent Stockholder Approval have not been obtained. ~~The Company~~ Subject to Section 5.5 and applicable Law, Parent will~~, except in the case of a Change of Recommendation~~, through its Board of Directors, recommend that its stockholders approve and adopt this Agreement and the Merger, the Parent Share Issuance and the Parent Charter Amendment, as contemplated by this Agreement, and will use reasonable best efforts to solicit from its stockholders proxies in favor of the approval and adoption of this Agreement and the Merger, the Parent Share Issuance and the Parent Charter Amendment, as contemplated by this Agreement, and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. (c) As promptly as reasonably practicable following the clearance of the Proxy Statement/Prospectus by the SEC, the Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its shareholders, for the purpose of obtaining the Company Shareholder Approvals (as such meeting may be adjourned or postponed in accordance with this Agreement, the “Company Shareholders’ Meeting”) and not postpone or adjourn the Company Shareholders’ Meeting except to the extent required by applicable Law or to solicit additional proxies and votes in favor of approval of this Agreement if sufficient votes to constitute the Company Common Shareholder Approval have not been obtained. Subject to Section 5.4 and applicable Law, the Company will, through its Board of Directors, recommend that the holders of Company Common Stock approve this Agreement and will use reasonable best efforts to solicit from the holders of Company Common Stock proxies in favor of the approval of this Agreement and to take all other action necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by the rules of NASDAQ or applicable Laws to obtain such approvals.

Appears in 2 contracts

Samples: Merger Agreement (Carrizo Oil & Gas Inc), Merger Agreement (Callon Petroleum Co)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, ~~Parent and~~ (i) the Company shall prepare and file with the SEC (A) a prospectus and information statement (the “Prospectus/Information Statement”) or (B) in the event that the Company does not receive written consents from its stockholders sufficient to obtain the Company Stockholder Approval in accordance with Section 5.5(c), a prospectus and proxy statement relating to the Company Stockholders Meeting (the “Prospectus/Proxy Statement, ”) and (ii) Parent shall prepare and file with the SEC the ~~Form S-4, in which the~~ Proxy Statement ~~will~~ and the Form S-4 (which may be ~~included~~ made as a ~~prospectus~~single filing). ~~Each of~~ Parent and the Company each shall use reasonable best efforts to have the Proxy Statement, Form ~~S-4~~ S-4, the Prospectus/Information Statement or Prospectus/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Proxy Statement, Form ~~S-4~~ S-4, the Prospectus/Information Statement or Prospectus/Proxy Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. ~~The Company will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act.~~ Parent shall also take any action reasonably required to be taken under any applicable ~~state or provincial securities laws~~ Law in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock and/or Verso First Lien Notes in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. ~~No filing of, or amendment or supplement to,~~ Parent and the ~~Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which~~ Company shall ~~not be unreasonably withheld, delayed or conditioned)~~ provide each other and ~~without providing the other party~~ their respective Representatives a reasonable opportunity to review and comment ~~thereon. Parent or~~ on the ~~Company~~Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement and Form S-4, as applicable, and shall consider in good faith any comments proposed by the other party for inclusion in the Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement and Form S-4, as applicable. Parent will advise the ~~other promptly~~ Company in a reasonably prompt manner after it receives ~~oral or~~ written notice of the time when the Form S-4 has become effective under the Securities Act or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common ~~Units~~ Stock and/or Verso First Lien Notes issuable in connection with the Merger for offering or sale in any jurisdiction, or any ~~oral or~~ written request by the SEC for amendment of the Form S-4. Parent or the Company, as applicable, will advise the other party in a reasonably prompt matter of the receipt of any comments with respect to the Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement or the Form S-4 ~~or comments thereon~~ and responses thereto or requests by the SEC for additional information, and will ~~promptly~~ provide the other party in a reasonably prompt manner with copies of any written communication from the SEC or any state securities commission. Each of the parties, after consultation with the other party (and including comments reasonably proposed by such party), will use its reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement or Form S-4, as applicable. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company ~~which~~ that should be set forth in an amendment or supplement to ~~any~~ the Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement or the Form S-4, as applicable, so that on the date the Prospectus/Information Statement or the Prospectus/Proxy Statement, as applicable, is mailed to stockholders of the Company, the Proxy Statement is mailed to stockholders of Parent, or the Form S-4 or becomes effective under the ~~Proxy Statement~~Securities Act, ~~so that any of such documents~~ it would not include any ~~misstatement~~ untrue statement 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, the discovering party ~~that discovers such information~~ shall ~~promptly~~ notify the other ~~parties hereto~~ party in a reasonably prompt manner and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by ~~law~~applicable Law, disseminated to the stockholders of the ~~Company~~Company or Parent, as applicable. (b) Subject to applicable Law, the Company shall use reasonable best efforts to cause the Prospectus/Information Statement or Prospectus/Proxy Statement, as applicable, and the Form S-4, to be disseminated to the holders of Company Common Stock as promptly as practicable, and, in any event, not later than one (1) Business Day with respect to the Principal Stockholders, following confirmation from the SEC or its staff that it will not comment on, or that it has no additional comments on, the Prospectus/Information Statement or Prospectus/Proxy Statement, as applicable, or the Form S-4, and the expiration of any waiting period with respect to, the Form S-4, and, if necessary in order to comply with applicable securities Laws, after the Prospectus/Information Statement or Prospectus/Proxy Statement, as applicable, shall have been so disseminated, promptly circulate an amended Prospectus/Information Statement or Prospectus/Proxy Statement, as applicable, and, if required in connection therewith, re-solicit proxies. (c) The Company shall take all ~~action necessary~~ actions necessary, proper or advisable in accordance with applicable Laws and the Company Organizational Documents (including Section 2.11 of the Company’s bylaws) to ~~duly give notice of, convene and hold a meeting of its stockholders,~~ seek the written consent to ~~be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider~~ the adoption of this Agreement and the approval of the transactions contemplated hereby, including the ~~Merger~~ Merger, by the holders of Company Common Stock holding at least a majority of the issued and outstanding shares of Company Common Stock by a date that is no later than the later of (i) five (5) Business Days after the date the Form S-4 becomes effective and (ii) the date that is forty-five (45) days after the date of this Agreement (the “~~Stockholders’ Meeting~~Stockholder Approval Deadline”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts in accordance with applicable Law to ~~solicit~~ obtain from its stockholders ~~proxies~~ written consents in favor of the adoption of this Agreement and to take all other lawful action ~~necessary~~ necessary, proper or advisable to seek to secure the vote or consent of its stockholders required by the ~~rules of the NYSE or~~ Company Organizational Documents and applicable Laws to obtain such approvals. (d) In the event that the Company does not receive effective written consents from its stockholders sufficient to obtain the Company Stockholder Approval in accordance with Section 5.5(c) on or prior to the Stockholder Approval Deadline, subject to the fiduciary obligations under applicable Law, the Company shall take, in accordance with applicable Law and the Company Organizational Documents, all action necessary to convene a meeting of holders of Company Common Stock (the “Company Stockholders Meeting”) as promptly as practicable after the Form S-4 is declared effective to consider and vote upon the adoption of this Agreement and to cause such vote to be taken. Subject to Section 5.4 of this Agreement, the Board of Directors of the Company shall recommend, and take all lawful action to solicit, such adoption. (e) The Company’s obligations pursuant to Section 5.5(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Transaction. (f) Subject to applicable Law, Parent shall use reasonable best efforts to cause the Proxy Statement and Form S-4 to be disseminated to the holders of Parent Common Stock as promptly as practicable, following confirmation from the SEC or its staff that it will not comment on, or that it has no additional comments on, the Proxy Statement and Form S-4, and, if necessary in order to comply with applicable securities Laws, after the Proxy Statement and Form S-4 shall have been so disseminated, promptly circulate an amended Proxy Statement and Form S-4, and, if required in connection therewith, re-solicit proxies. (g) Parent shall take, in accordance with applicable Law and the Parent Organizational Documents, all action necessary to convene a meeting of the holders of Parent Common Stock as promptly as practicable after the Proxy Statement and Form S-4 are declared effective to consider and vote upon the adoption of this Agreement and to cause such vote to be taken. The Board of Directors of Parent shall recommend, and take all lawful action to solicit, such adoption.

Appears in 2 contracts

Samples: Merger Agreement (NewPage Holdings Inc.), Merger Agreement (Verso Paper Corp.)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and ~~the~~ Company shall ~~prepare and file with the SEC the Proxy Statement, and Parent shall~~ jointly prepare and file with the SEC the Form S-4, in which will include the Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus. ~~Each of~~ Parent and ~~the~~ Company shall use all commercially reasonable ~~best~~ efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities ActMerger. Parent shall ~~also~~ take any action required to be taken under any applicable state ~~or provincial~~ securities ~~laws~~ Laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the Merger~~, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action~~. No filing of, or amendment or supplement to, the Form S-4 or the Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or ~~the~~ Company~~, as applicable~~, without the ~~other~~other party’s prior consent (which shall not be unreasonably withheld~~, delayed or conditioned~~) and without providing the other party a reasonable opportunity to review and comment thereon. Parent ~~or the Company, as applicable,~~ will advise the ~~other~~ Company promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, or the issuance of any stop order, the suspension of the qualification of the shares of Parent Common ~~Units~~ Stock issuable in connection with the Merger for offering or sale in any jurisdiction~~, or~~ . Parent and Company will promptly advise the other party of any oral or written request by the SEC for amendment of the ~~Proxy Statement~~ Form S-4 or the ~~Form S-4~~ Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or ~~the~~ Company, or any of their respective affiliates, officers or directors, is discovered by Parent or ~~the~~ Company which should be set forth in an amendment or supplement to ~~any of~~ the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include ~~any~~ a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by ~~law~~Law, disseminated to the stockholders of ~~the~~ Parent and Company, as applicable. (b) ~~The~~ As promptly as reasonably practicable following the date of this Agreement, the Company ~~shall take all action necessary~~ shall, in accordance with applicable ~~Laws~~ Law and ~~the Company Organizational Documents to~~ its articles of incorporation and bylaws, establish a record date for, duly call, give notice of, convene and hold ~~a meeting of its stockholders,~~ the Company Stockholder Meeting. The Company shall cause the Proxy Statement/Prospectus to be ~~held~~ mailed to the stockholders of the Company and to hold the Company Stockholder Meeting as ~~promptly~~ soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. The Company shall, through the Company Board, recommend to ~~consider~~ its stockholders that they give the ~~adoption of this Agreement~~ Company Stockholder Approval, include such recommendation in the Proxy Statement/Prospectus and solicit and use all commercially efforts to obtain the ~~approval of~~ Company Stockholder Approval, except to the ~~transactions contemplated hereby, including~~ extent that the ~~Merger (the “Stockholders’ Meeting”~~Company Board shall have made a Company Adverse Recommendation Change as permitted by Section 5.4(d). ~~The~~ Company will, except in the case of a ~~Change of Recommendation~~Company Adverse Recommendation Change, through its Board of Directors, recommend that its stockholders adopt the plan of merger set forth in this Agreement and this Agreement and will use all commercially reasonable ~~best~~ efforts to solicit from its stockholders ~~proxies~~ written consents in favor of the adoption of the plan of merger in this Agreement and this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders ~~required by the rules of the NYSE or applicable Laws~~ to obtain such approvals. Company will not submit to the vote of its stockholders any Takeover Proposal other than the Merger.

Appears in 2 contracts

Samples: Merger Agreement (Stratex Oil & Gas Holdings, Inc.), Merger Agreement (RICHFIELD OIL & GAS Co)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the~~ Form S-4, in which will include the Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable ~~best~~ efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. ~~The~~ Each of Parent and the Company will cause the Proxy ~~Statement~~ Statement/Prospectus to be mailed to the ~~Company’s stockholders~~Parent Shareholders and Company Shareholders, as applicable, as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of ~~Common Units~~ the Parent Class A Ordinary Shares in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other ~~party~~ Party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the ~~Common Units issuable in connection with the Merger~~ Parent Class A Ordinary Shares for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy ~~Statement~~ Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include ~~any~~ a 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~~ Party that discovers such information shall promptly notify the other ~~parties~~ Parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the ~~stockholders of the Company~~Parent Shareholders and Company Shareholders, as applicable. (b) The Company, acting through the Company ~~shall take all action necessary~~ Board, shall, in accordance with applicable ~~Laws~~ Law and the Company ~~Organizational Documents~~ Charter and Company Bylaws, duly call, give notice of, convene and hold an annual or special meeting of its shareholders (the “Company Shareholder Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of approving by requisite vote this Agreement. The Company Board shall, subject to Section 5.4(d), include the Company Board Recommendation in the Proxy Statement/Prospectus and use its reasonable best efforts to obtain the Company Shareholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to compliance with Section 5.4, the Company, regardless of whether the Company Board has approved, endorsed or recommended a Takeover Proposal or has withdrawn, modified or amended the Company Board Recommendation, will submit this Agreement for approval by the Company Shareholders at such meeting. (c) Parent, acting through the Parent Board, shall, in accordance with applicable Law and Parent’s articles of association, duly call, give notice of, convene and hold a general meeting of its ~~stockholders~~shareholders (the “Parent Shareholder Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of approving by requisite vote the Parent Shareholder Resolutions. The Parent Board shall, subject to Section 5.5(d), include the Parent Board Recommendation in the Proxy Statement/Prospectus and use its reasonable best efforts to obtain approval of the Parent Shareholder Resolutions. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to compliance with Section 5.5, Parent, regardless of whether the Parent Board has approved, endorsed or recommended a Takeover Proposal or has withdrawn, modified or amended the Parent Board Recommendation, will submit the Parent Shareholder Resolutions for approval by the Parent Shareholders at such meeting. (d) Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, after consultation with the other Party hereto and subject to such other Party’s approval (which shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the Parent Shareholder Meeting or the Company Shareholder Meeting, as applicable, to ~~be held~~ the extent it believes in good faith that such adjournment or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to its shareholders or, if as ~~promptly~~ of the time for which the Parent Shareholder Meeting or the Company Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient Parent Class A Ordinary Shares or shares of Company Common Stock, as applicable, represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting. (e) Parent and the Company will use their respective reasonable best efforts to hold the Parent Shareholder Meeting and the Company Shareholder Meeting simultaneously and as soon as reasonably practicable after the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption~~ date of this Agreement and shall cooperate in good faith to coordinate the ~~approval~~ timing of the ~~transactions contemplated hereby, including~~ Parent Shareholder Meeting and the ~~Merger (~~Company Shareholder Meeting with the ~~“Stockholders~~Parties’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvalsanticipated Closing Date.

Appears in 2 contracts

Samples: Merger Agreement (Ensco PLC), Merger Agreement (Atwood Oceanics Inc)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the~~ Form S-4, in which will include the Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy ~~Statement~~ Statement/Prospectus to be mailed to the Company’s ~~stockholders,~~ stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act, but in no event earlier than the record date set by the Company. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy ~~Statement~~ Statement/Prospectus, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change, may amend or supplement the Form S-4 and the Proxy Statement/Prospectus to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board of Directors for making such Company Adverse Recommendation Change and, in such event, the right of consent set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or its business, financial condition or results of operations). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common ~~Units~~ Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy ~~Statement~~ Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective ~~affiliates~~Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include ~~any~~ a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) ~~The~~ Subject to Section 5.3(f), the Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to set a record date for, duly give notice of, convene ~~and~~ and, as soon as reasonably practicable after the S-4 is declared effective, hold a meeting of its ~~stockholders, to be held as promptly as practicable after~~ stockholders for the ~~Form S-4 is declared effective under~~ purpose of obtaining the ~~Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger~~ Company Stockholder Approval (the “Company Stockholders’ Meeting”). ~~The~~ Except as expressly permitted by Section 5.3, the Company ~~will, except~~ Board of Directors shall not make any Company Adverse Recommendation Change and shall include its recommendation that the Company’s stockholders vote in favor of the Merger in the ~~case of a Change of Recommendation~~Proxy Statement/Prospectus and shall solicit, ~~through~~ and use its ~~Board of Directors, recommend that its stockholders adopt this Agreement and will use~~ reasonable best efforts to ~~solicit from~~ obtain, the Company Stockholder Approval at the Company Stockholders’ Meeting. For the avoidance of doubt, the Company shall not be required to hold the Company Stockholders’ Meeting if this Agreement is validly terminated in accordance with Section 7.1. (c) The Company shall cooperate with and keep Parent informed on a current basis regarding its ~~stockholders proxies in favor~~ solicitation efforts and voting results following the dissemination of the ~~adoption~~ Proxy Statement/Prospectus to its stockholders. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ Meeting (i) to the extent required by applicable Law, (ii) if as of ~~this Agreement~~ the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or (iii) with the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned). In addition, if at any time following the dissemination of the Proxy Statement/Prospectus, either the Company or Parent reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained at the Company Stockholders’ Meeting, then on a single occasion and prior to ~~take all other action necessary or advisable to secure~~ the vote ~~or consent of its stockholders required by the rules~~ contemplated having been taken, each of the ~~NYSE~~ Company and Parent shall have the right to require a single adjournment or ~~applicable Laws~~ postponement of the Company Stockholders’ Meeting; provided that no such adjournments or postponements shall delay the Company Stockholders’ Meeting by more than 45 days from the originally scheduled date. During any such period of adjournment or postponement, the Company shall continue in all respects to ~~obtain such approvals~~comply with its obligations under Section 5.3 and this Section 5.4.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Family Dollar Stores Inc)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, (i) Parent and the Company shall prepare the Form S-4, which will include the Joint Proxy Statement/Prospectus, (ii) Parent and the Company shall file with the SEC the Joint Proxy Statement, /Prospectus and (iii) Parent shall ~~prepare and~~ file ~~with the SEC~~ the Form S-4, which will include the Joint Proxy Statement/Prospectus, in ~~which~~ connection with the ~~Proxy Statement will be included as a prospectus. Each~~ registration under the Securities Act of the shares of Parent ~~and~~ Common Stock to be issued in the ~~Company~~ Merger. Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. ~~The~~ Each of Parent and the Company will cause the Joint Proxy ~~Statement~~ Statement/Prospectus to be mailed to ~~the Company’s~~ its respective stockholders, as applicable, as soon as reasonably practicable after the Form S-4 is declared effective by the SEC under the Securities ~~Act~~Act (the date upon which such mailing occurs, the “Joint Proxy Statement/Prospectus Mailing Date”). Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement, including the Merger and the Share Issuance. Parent shall also take any action required to be taken under any applicable state ~~or provincial~~ securities ~~laws~~ Laws in connection with the ~~issuance~~ Share Issuance and the reservation of shares of Parent Common ~~Units~~ Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of, or amendment or supplement to, the Form S-4 or the Joint Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or the Company, as applicable, without the ~~other~~other Party’s prior consent (which shall not be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other ~~party~~ Party a reasonable opportunity to review and comment ~~thereon.~~ thereon (which comments shall be considered by the other Party in good faith); provided, however, that Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with an Adverse Recommendation Change, a Takeover Proposal or a Superior Proposal may amend or supplement the ~~Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the~~ Joint Proxy ~~Statement~~ Statement/Prospectus or the Form S-4 ~~or comments thereon and responses thereto or requests~~ (including by ~~the SEC for additional information~~incorporation by reference) pursuant to a Qualifying Amendment, and ~~will promptly provide the other~~ in such event, this right of approval shall apply only with ~~copies of any written communication from the SEC or any state securities commission. If at any time prior~~ respect to ~~the Effective Time any~~ information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents 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 that discovers such information shall promptly notify the other ~~parties hereto and an appropriate amendment~~ Party or ~~supplement describing such information shall be promptly filed with the SEC and~~its business, to the extent required by law, disseminated to the stockholders of the Company. (b) The Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals.financial

Appears in 1 contract

Samples: Merger Agreement (Eldorado Resorts, Inc.)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 10 Business Days after the date of this Agreement, Parent and the Company shall prepare and file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the~~ Form S-4, in which will include the Joint Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus. Each of Parent and the Company shall use its respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated ~~hereby~~hereby in accordance herewith. ~~The~~ Parent and the Company shall each use their respective reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and other applicable Laws. Each of Parent and the Company will cause the Joint Proxy ~~Statement~~ Statement/Prospectus to be mailed to ~~the Company’s~~ its respective stockholders, as applicable, as soon as reasonably practicable after the Form S-4 is declared effective by the SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement, including the Merger and the Share Issuance. Parent shall also take any action required to be taken under any applicable state ~~or provincial~~ securities ~~laws~~ Laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of, or amendment or supplement ~~to,~~ to the Form S-4 or the Joint Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other ~~party~~ Party a reasonable opportunity to review and comment ~~thereon. Parent or~~ thereon (which comments shall be considered by the other Party in good faith); provided, however, that the Company, ~~as applicable~~in connection with a Company Adverse Recommendation Change, ~~will advise~~ a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the ~~other promptly after it receives oral or written notice of the time when~~ Joint Proxy Statement/Prospectus and/or the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request (including by ~~the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests~~ incorporation by ~~the SEC for additional information~~reference) pursuant to a Company Qualifying Amendment, and ~~will promptly provide the other~~ in such event, this right of approval shall apply only with ~~copies of any written communication from the SEC or any state securities commission. If at any time prior~~ respect to ~~the Effective Time any~~ information relating to Parent or ~~the Company~~its business, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents 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 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, to the extent required by law, disseminated to the stockholders of the Company. (b) The Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals.financial

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.)

Filings; Other Actions. (a) ~~As promptly~~ The Company, Parent and Merger Sub shall each use all reasonable efforts to take or cause to be taken such actions as ~~reasonably practicable following~~ may be required to be taken under the ~~date of~~ Exchange Act any other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement, ~~Parent~~ including the Proxy Statement and the Schedule 13E-3. In connection with the Merger and the Company Meeting, the Company shall prepare and file with the SEC the Proxy ~~Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy~~ Statement ~~will be included as a prospectus. Each of Parent~~ and the ~~Company shall use reasonable best efforts~~ Schedule 13E-3 relating to ~~have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate~~ the Merger and the other transactions contemplated ~~hereby. The~~ by this Agreement, and the Company ~~will~~ and Parent shall use all reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company’s stockholders, all as promptly as reasonably ~~practicable after~~ practicable; provided, however, that prior to the ~~Form S-4 is declared effective under~~ filing of the ~~Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with~~ Proxy Statement and the ~~issuance and reservation of Common Units in the Merger~~Schedule 13E-3, ~~and~~ the Company shall ~~furnish all information concerning the Company~~ consult with Parent with respect to such filings and ~~the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by~~ shall afford Parent or ~~the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a~~ its Representatives reasonable opportunity to ~~review and~~ comment thereon. Parent or and Merger Sub shall provide the Company with any information for inclusion in the Proxy Statement and the Schedule 13E-3 which may be required under applicable Law and/or which is reasonably requested by the Company~~, as applicable, will advise the other promptly after it receives oral or written notice~~ . The Company shall notify Parent of the ~~time when~~ receipt of comments of the ~~Form S-4 has become effective or any supplement or amendment has been filed, the issuance~~ SEC and of any ~~stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written~~ request by from the SEC for ~~amendment of~~ amendments or supplements to the Proxy Statement or the ~~Form S-4~~ Schedule 13E-3 or ~~comments thereon and responses thereto or requests by the SEC~~ for additional information, and will promptly ~~provide the other~~ supply Parent with copies of ~~any written communication from~~ all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3 or the Merger. Each of the Company, Parent and Merger Sub shall use its respective reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement and the Schedule 13E-3 and any ~~state securities commission~~other required filings as promptly as practicable after receipt thereof. Each of the Company, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the ~~Effective Time~~ Company Meeting any ~~information relating~~ event should occur which is required by applicable Law to ~~Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should~~ be set forth in an amendment of, or a supplement ~~to any of~~ to, the ~~Form S-4~~ Proxy Statement or the ~~Proxy Statement~~Schedule 13E-3, ~~so that any~~ the Company will promptly inform Parent. In such case, the Company, with the cooperation of Parent, will, upon learning of such ~~documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein~~event, ~~in light of the circumstances under which they were made, not misleading, the party that discovers~~ promptly prepare and file 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,~~ to the extent required by ~~law, disseminated~~ applicable Law and shall mail such amendment or supplement to the Company’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, the Company shall have no obligation to notify Parent of any matters to the extent that the Special Committee or the Board of Directors determines in good faith, after consultation with the Company’s or the Special Committee’s legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s stockholders under applicable Law. (b) ~~The~~ Prior to the earlier of the Effective Time or the Termination Date, the Company and Parent shall cooperate with each other in order to lift any injunctions or remove any other legal impediment to the consummation of the transactions contemplated by this Agreement. (c) Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with ~~applicable Laws~~ the DGCL and ~~the Company Organizational Documents~~ its amended and restated certificate of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval (the “Company Meeting”) (including mailing the Proxy Statement as soon as reasonably practicable after the ~~Form S-4~~ SEC has cleared the Proxy Statement and holding the Company Meeting no later than 30 days after mailing the Proxy Statement, unless a later date is ~~declared effective under~~ mutually agreed by the ~~Securities Act~~Company and by Parent), ~~to consider~~ (ii) include in the Proxy Statement the recommendation of the Board of Directors, based on the unanimous recommendation of the Special Committee, that the stockholders of the Company vote in favor of the adoption of this Agreement ~~and~~ and, subject to the approval of the ~~transactions contemplated hereby~~Advisors, ~~including~~ as applicable, the written opinions of the Advisors, dated as of the date of this Agreement, that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock and (~~the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will~~ iii) use all reasonable ~~best~~ efforts to solicit from its stockholders proxies in favor of the ~~adoption~~ approval of this Agreement and the transactions contemplated by this Agreement. (d) Notwithstanding anything herein to the contrary, unless this Agreement is terminated in accordance with Article VII, the Company will take all ~~other action necessary~~ of the actions contemplated by Section 5.4(a) and Section 5.4(c) regardless of whether the Board of Directors (acting through the Special Committee, if then in existence) has approved, endorsed or ~~advisable to secure~~ recommended an Alternative Proposal or has withdrawn, modified or amended the ~~vote or consent of its stockholders required~~ Recommendation, and will submit this Agreement for adoption by the ~~rules~~ stockholders of the ~~NYSE or applicable Laws~~ Company at the Company Meeting. Notwithstanding anything to ~~obtain such approvals~~the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated in accordance with Article VII.

Appears in 1 contract

Samples: Merger Agreement (Osi Restaurant Partners, Inc.)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, ~~Parent and~~ the Company shall prepare and file with the SEC the Proxy Statement, and Parent ~~shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent~~ and the Company shall cooperate with each other in connection with the preparation of the Proxy Statement. The Company will use its reasonable best efforts to have the ~~Form S-4 declared effective under~~ Proxy Statement cleared by the ~~Securities Act~~ staff of the SEC as promptly as reasonably practicable after such ~~filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby~~filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s ~~stockholders,~~ shareholders as promptly as reasonably practicable after the ~~Form S-4~~ Proxy Statement is ~~declared effective under~~ cleared by the ~~Securities Act~~staff of the SEC. ~~Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the~~ The Company shall ~~furnish all information concerning~~ as promptly as reasonably practicable notify Parent of the ~~Company and~~ receipt of any oral or written comments from the ~~holders~~ staff of ~~Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to,~~ the ~~Form S-4 or~~ SEC relating to the Proxy ~~Statement will be made by~~ Statement. The Company shall cooperate and provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party~~ with a reasonable opportunity to review and comment ~~thereon. Parent or~~ on, (i) the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment draft of the Proxy Statement (including each amendment or ~~the Form S-4 or comments thereon~~ supplement thereto) and (ii) all written responses ~~thereto or~~ to requests ~~by the SEC~~ for additional ~~information~~information by and replies to written comments of the staff of the SEC, prior to filing of the Proxy Statement with or sending such to the SEC, and the Company will ~~promptly~~ provide ~~the other with~~ to Parent copies of ~~any written communication from~~ all such filings made and correspondence with the SEC or ~~any state securities commission~~its staff with respect thereto. If at any time prior to the Effective ~~Time~~ Time, any information ~~relating to Parent or the Company, or any of their respective affiliates, officers or directors, is~~ should be discovered by ~~Parent or the Company~~ any party hereto which should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy ~~Statement,~~ Statement so that ~~any of such documents~~ the Proxy Statement 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 the light of the circumstances under which they were made, not misleading, the party ~~that~~ which discovers such information shall promptly notify the other parties hereto ~~and~~ and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC ~~and,~~ and disseminated by the Company to the ~~extent required by law, disseminated to the stockholders~~ shareholders of the Company. (b) ~~The~~ Subject to Section 5.3(c), the Company shall (i) take all action necessary in accordance with ~~applicable Laws~~ the DGCL and the Company ~~Organizational Documents~~ Charter and the by-laws of the Company (the “By-laws”) to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ shareholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ clearance of the ~~transactions contemplated hereby~~Proxy Statement by the SEC for the purpose of obtaining the Company Shareholder Approval (such meeting or any adjournment or postponement thereof, ~~including the Merger (~~the “~~Stockholders’~~ Company Meeting”)~~. The Company will~~, ~~except in~~ and (ii) subject to the ~~case of a Change of Recommendation, through its~~ Board of ~~Directors~~Directors of the Company’s withdrawal or modification of its Recommendation in accordance with Section 5.2(d), ~~recommend that its stockholders adopt this Agreement and will~~ use reasonable best efforts to solicit from its ~~stockholders~~ shareholders proxies in favor of the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby and include its Recommendation in the Proxy Statement. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to ~~take all other action necessary~~ compliance with Section 7.2, the Company, regardless of whether the Board of Directors has approved, endorsed or ~~advisable to secure~~ recommended an Alternative Proposal or has withdrawn, modified or amended the ~~vote or consent of its stockholders required~~ Recommendation, will submit this Agreement for adoption by the ~~rules~~ shareholders of the ~~NYSE~~ Company at the Company Meeting. (c) Notwithstanding Section 5.3(a) or (b), if on a date for which the Company Meeting is scheduled (the “Original Date”), the Company has not received proxies representing a sufficient number of shares of Company Common Stock to approve the Merger, whether or not a quorum is present, the Company shall have the right to postpone or adjourn the Company Meeting to a date which shall not be more than 45 days after the Original Date. If the Company continues not to receive proxies representing a sufficient number of shares of Company Common Stock to approve the Merger, whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Meeting as long as the date of the Company Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this subsection. In the event that the Company Meeting is adjourned or postponed as a result of applicable ~~Laws~~ Law, including the need to ~~obtain~~ supplement the Proxy Statement, any days resulting from such ~~approvals~~adjournment or postponement shall not be included for purposes of the calculations of numbers of days pursuant to this Section.

Appears in 1 contract

Samples: Merger Agreement (Alltel Corp)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement (and in any event, within twenty (20) Business Days after the date of this Agreement), ~~Parent and~~ the Company shall prepare and file (as applicable) with the SEC the preliminary Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will ~~cause~~ not file the Proxy Statement ~~to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take~~ (or any ~~action required to be taken under any applicable state~~ amendments or ~~provincial securities laws in connection~~ supplements thereto) with the ~~issuance~~ SEC without first providing Parent and reservation of Common Units in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party its counsel a reasonable opportunity to review and comment thereon, and the Company will give due consideration to, and consider in good faith, all reasonable additions, deletions or changes suggested by Parent and its counsel. Parent or shall cooperate with the ~~Company, as applicable, will advise~~ Company in the ~~other promptly after it receives oral or written notice~~ preparation of the ~~time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable~~ Proxy Statement and furnish all information concerning Parent and its Affiliates that is required in connection with the ~~Merger for offering~~ preparation of the Proxy Statement. The Company shall respond promptly to any comments from the SEC or ~~sale in~~ the staff of the SEC. The Company shall notify Parent promptly of the receipt of any ~~jurisdiction,~~ comments (whether written or oral) from the SEC or the staff of the SEC and of any ~~oral or written~~ request by the SEC or the staff of the SEC for ~~amendment~~ amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company and any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the ~~Form S-4 or comments thereon and responses thereto or requests~~ transactions contemplated by ~~the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission~~this Agreement. If at any time prior to the ~~Effective Time~~ Company Stockholders’ Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, or any of their respective ~~affiliates~~Affiliates, officers or directors, is discovered by Parent or the Company ~~which~~ that should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy Statement, so that ~~any of such documents~~ the Proxy Statement would not include ~~any~~ a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by ~~law~~applicable Law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to be disseminated to the Company’s stockholders as promptly as reasonably practicable after the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (such date, the “Clearance Date”) (but in any event, within ten (10) Business Days thereafter, unless otherwise agreed to by the Company and Parent). (b) ~~The~~ Subject to Section 5.3 and Section 5.4(c), the Company shall take all action necessary in accordance with applicable ~~Laws~~ Law and the Company Organizational Documents to to, following consultation with Parent, set a record date for, duly give notice of, convene and hold a meeting of its ~~stockholders, to be held as promptly as practicable after~~ stockholders following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ dissemination of the ~~transactions contemplated hereby, including~~ Proxy Statement for the ~~Merger~~ purpose of obtaining the Company Stockholder Approval (the “Company Stockholders’ Meeting”)) as soon as reasonably practicable following the Clearance Date. ~~The~~ Unless the Company ~~will, except in the case of~~ shall have made a Change of ~~Recommendation~~Recommendation in accordance with Section 5.3, ~~through~~ the Company shall include the Recommendation in the Proxy Statement and shall solicit, and use its ~~Board of Directors, recommend that its stockholders adopt this Agreement and will use~~ reasonable best efforts to ~~solicit from its stockholders~~ obtain, the Company Stockholder Approval at the Company Stockholders’ Meeting (including by soliciting proxies in favor of the adoption of this ~~Agreement~~ Agreement). (c) The Company may adjourn or postpone the Company Stockholders’ Meeting (i) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Company Board has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to ~~take all other action~~ be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholders’ Meeting, (ii) if as of the time that the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Company Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting, (iii) if the Company is required to postpone or ~~advisable~~ adjourn the Company Stockholders’ Meeting by applicable Law, order or a request from the SEC, (iv) to ~~secure~~ allow reasonable additional time to solicit additional proxies to the ~~vote~~ extent the Company reasonably believes necessary in order to obtain the Company Stockholder Approval, whether or not a quorum is present, or (v) with the prior written consent of ~~its stockholders~~ Parent (which shall not be unreasonably withheld, conditioned or delayed). Without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company Stockholders’ Meeting will not be postponed or adjourned (A) (x) by more than ten (10) Business Days at a time or (y) with respect to Section 5.4(c)(iv), if the Company has previously postponed or adjourned the meeting four (4) or more times; (B) with respect to Section 5.4(c)(ii), by more than forty-five (45) calendar days after the date on which the Company Stockholders’ Meeting was (or was required to be) originally scheduled or (C) if such postponement or adjournment would result in or require any change to the record date of the Company Stockholders’ Meeting. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent, unless required by ~~the rules of the NYSE or~~ applicable ~~Laws to obtain such approvals~~Law.

Appears in 1 contract

Samples: Merger Agreement (Arconic Corp)

Filings; Other Actions. (a) As Each of Theraclone, PharmAthene and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as ~~reasonably~~ practicable ~~following~~ after the date of this Agreement, ~~Parent and~~ the ~~Company~~ parties hereto shall prepare and ~~file~~ cause to be filed with the SEC the Proxy ~~Statement,~~ Statement and ~~Parent shall prepare and file with the SEC~~ the Form ~~S-4~~S-4 Registration Statement, in which the Proxy Statement will be included as a prospectus~~. Each~~ ; provided, however, that prior to the filing of ~~Parent~~ the Proxy Statement and the ~~Company~~ Form S-4 Registration Statement, PharmAthene shall consult with Theraclone with respect to such filings and shall afford Theraclone and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to ~~the Company~~PharmAthene’s stockholders and Theraclone’s stockholders, all as promptly as reasonably practicable after the date on which the Form S-4 Registration Statement is declared effective under the Securities ~~Act~~Act (the “S-4 Effective Date”). ~~Parent~~ Theraclone shall ~~also take~~ provide PharmAthene with any ~~action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units~~ information for inclusion in the ~~Merger,~~ Proxy Statement and the ~~Company shall furnish all information concerning the Company and the holders of Company Common Stock as~~ Form S-4 Registration Statement that may be required under applicable Law or that is reasonably requested ~~in connection with~~ by PharmAthene. PharmAthene shall notify Theraclone of the receipt of comments from the SEC and of any ~~such action. No filing of,~~ request from the SEC for amendments or ~~amendment or supplement to~~supplements to the Proxy Statement, the Form S-4 Registration Statement or for additional information, and will promptly supply to Theraclone copies of all correspondence between PharmAthene or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy ~~Statement will be made by Parent or the Company~~Statement, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 ~~has become effective~~ Registration Statement or ~~any supplement or amendment has been filed~~the Merger. Each of Theraclone, PharmAthene and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement, the ~~issuance~~ Form S-4 Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of Theraclone, PharmAthene and Merger Sub agree to correct any ~~stop order, the suspension of the qualification of the Common Units issuable~~ information provided by it for use in ~~connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of~~ the Proxy Statement or the Form S-4 Registration Statement, which shall have become false or ~~comments thereon and responses thereto or requests by the SEC for additional information, and~~ misleading in any material respect. Theraclone will promptly ~~provide~~ notify the ~~other with copies of any written communication from the SEC or any state securities commission. If~~ PharmAthene if at any time prior to the ~~Effective Time~~ PharmAthene Meeting any ~~information relating~~ event should occur which is required by applicable Law to ~~Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should~~ be set forth in an amendment of, or a supplement ~~to any of~~ to, the Proxy Statement or the Form S-4 ~~or the Proxy~~ Registration Statement~~, so that any of~~ . In such documents 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 misleadingcase, the ~~party that discovers~~ parties will cooperate to promptly prepare and file 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,~~ to the extent required by ~~law, disseminated~~ applicable Law and will mail such amendment or supplement to PharmAthene’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders ~~of the Company~~under applicable Law. (b) ~~The Company~~ PharmAthene shall ~~take all action necessary~~ include in ~~accordance with applicable Laws and~~ the ~~Company Organizational Documents~~ Proxy Statement the recommendation of PharmAthene’s board of directors that its stockholders approve an amendment to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger PharmAthene’s bylaws (the “~~Stockholders’ Meeting~~PharmAthene Bylaw Amendment”~~). The Company will, except in the case~~ ) that provides that effective as of ~~a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor~~ effective time of the ~~adoption~~ appointment of ~~this Agreement~~ Cxxxxxxx X. Stocks as PharmAthene’s Chief Executive Officer and ~~to take all other action necessary~~ until the Board Change Date, Mr. Stocks may not be removed from such office, unless his removal is approved by at least sixty six and two-thirds percent (66 2/3%) of the then-serving members of the PharmAthene’s board of directors. At any time after the Resigning PharmAthene Board Designee Resignation Date, Mr. Stocks may be removed from the office of Chief Executive Officer of PharmAthene by at least a majority of the then-serving members of the PharmAthene’s board of directors. For purposes hereof, the “Board Change Date” means the earlier of (i) the second anniversary of the date hereof, and (ii) such time as there is a period longer than thirty (30) days in which less than five (5) of (A) the PharmAthene Board Designees or ~~advisable to secure~~ (B) any member of the ~~vote or consent~~ PharmAthene board of ~~its stockholders required~~ directors who replaces any of the PharmAthene Board Designees and was nominated by the ~~rules~~ remaining PharmAthene Board Designees pursuant to the Board Composition Agreement are then incumbent on the PharmAthene board of ~~the NYSE or applicable Laws to obtain such approvals~~directors.

Appears in 1 contract

Samples: Merger Agreement (Pharmathene, Inc)

Filings; Other Actions. (a) As promptly as reasonably practicable ~~following~~ after the date ~~of this Agreement~~hereof (but in any event within thirty (30) days after the date hereof), ~~Parent and~~ the Company shall prepare and file with the SEC the preliminary Proxy Statement, which shall, subject to Section 6.5, include the Recommendation, and ~~Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company~~ shall use reasonable best efforts to ~~have~~ respond to any comments by the ~~Form S-4 declared effective under~~ staff of the ~~Securities Act~~ SEC in respect of the preliminary Proxy Statement as promptly as reasonably practicable after ~~such filing~~ the receipt thereof, and shall cause the commencement of the mailing of the definitive Proxy Statement to ~~keep~~ the ~~Form S-4 effective~~ Company’s stockholders as ~~long~~ promptly as ~~necessary to consummate~~ practicable following the ~~Merger and the other transactions contemplated hereby. The Company will cause~~ time the Proxy Statement is cleared by the SEC for mailing to the Company’s stockholders (and in any event within three (3) Business Days after such time); provided, that notwithstanding anything to the contrary in the foregoing, in no event shall the definitive Proxy Statement be required to be filed with the SEC or mailed to the Company’s ~~stockholders~~stockholders prior to the No-Shop Period Start Date. For purposes of the prior sentence, ~~as reasonably practicable after~~ the ~~Form S-4~~ Proxy Statement shall be deemed to be “cleared by the SEC” on (x) the date that is ~~declared effective~~ 10 calendar days (calculated in accordance with Rule 14a-6(a) promulgated under the ~~Securities~~ Exchange Act) after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or (y) in the event that the SEC advises during such 10 calendar day period that it intends to review the Proxy Statement, the date on which the Company shall have been informed by the SEC staff that it has no further comments on the Proxy Statement. Parent and Merger Sub shall ~~also take~~ provide to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, requested by the SEC or the staff of the SEC. The Company will notify Parent promptly, and in any ~~action required~~ event, within twenty-four (24) hours, of the receipt of any comments or other communications, whether written or oral, that the Company or its Representatives may receive from time to ~~be taken under any applicable state~~ time from the SEC or ~~provincial securities laws~~ the staff of the SEC in connection with the ~~issuance~~ Transactions and ~~reservation~~ of ~~Common Units in~~ any request by the ~~Merger~~SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information with respect to the Proxy Statement or the Transactions and the Company will supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the ~~Company shall furnish all information concerning~~ SEC or the ~~Company and~~ staff of the ~~holders of Company Common Stock as may be reasonably requested in connection~~ SEC, on the other hand, with respect to the Proxy Statement or the Transactions. Subject to applicable Law, prior to filing or mailing the Proxy Statement (including the preliminary Proxy Statement) (or any ~~such action. No filing of, or~~ amendment or supplement tothereto) or responding to any written comments of the staff of the SEC with respect thereto, the ~~Form S-4 or the Proxy Statement will be made by~~ Company shall provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned)~~ and ~~without providing the other party~~ its counsel a reasonable opportunity to review and ~~comment thereon.~~ to propose comments on such document or response and the Company shall consider in good faith such comments reasonably proposed by Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger its counsel for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commissioninclusion therein. If at any time prior to the ~~Effective Time~~ Company Stockholders’ Meeting any information relating to ~~Parent~~ the Company or ~~the Company~~Parent, or any of their respective ~~affiliates~~Affiliates, ~~officers~~ directors or ~~directors~~officers, is discovered by ~~Parent or the Company which~~ a Party that should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy Statement, so that ~~any of such documents~~ 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~~ Party that discovers such information ~~shall~~ will promptly notify the other ~~parties~~ Parties hereto and an appropriate amendment or supplement describing such information ~~shall~~ will be promptly filed with the SEC and, to the extent required by ~~law~~applicable Law, disseminated to the stockholders of the Company. (b) ~~The~~ Subject to the other provisions of this Agreement, the Company shall (i) take all action ~~necessary in accordance with applicable Laws~~ required by the Nasdaq and the ~~Company Organizational Documents~~ SEC rules and as required by the DGCL and its certificate of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its ~~stockholders~~stockholders promptly (but in no event later than thirty-five (35) days following the commencement of the mailing of the Proxy Statement) for the purpose of obtaining (A) the Required Company Stockholder Vote and (B) if so desired and mutually agreed between the Company and Parent, ~~to be held as promptly as practicable after~~ a vote upon other matters of the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption~~ type customarily brought before a meeting of ~~this Agreement and~~ stockholders in connection with the approval of a merger agreement or the ~~transactions contemplated hereby~~Transactions (as it may be adjourned or postponed in accordance with this Agreement, ~~including the Merger (~~the “Company Stockholders’ Meeting”)~~. The Company will~~; provided, ~~except~~ that the foregoing obligations shall not be affected by a Change of Recommendation (it being understood and agreed that in the ~~case~~ event of a Change of Recommendation, ~~through its Board of Directors~~the Company shall have no obligation to solicit proxies to obtain the Required Company Stockholder Vote under the following clause (ii)), ~~recommend that its stockholders adopt this Agreement~~ and ~~will~~ (ii) use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement (it being understood and agreed that the foregoing shall not require the Company Board to ~~take all other action~~ recommend in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 6.5). The Company shall consult with Parent regarding the record date of the Company Stockholders’ Meeting, prior to setting such date. Notwithstanding anything to the contrary in this Agreement, (x) the Company may adjourn, recess, or postpone, and at the request of Parent it shall adjourn, recess or postpone, the Company Stockholders’ Meeting for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or ~~advisable~~ to ~~secure~~ obtain the ~~vote or consent of its stockholders required~~ Required Company Stockholder Vote (provided, that, unless agreed in writing by the ~~rules~~ Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than ten (10) Business Days each (not to exceed twenty (20) Business Days in the aggregate)) and (y) the Company may adjourn, recess, or postpone the Company Stockholders’ Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the ~~NYSE or applicable Laws~~ Company within a reasonable amount of time in advance of the Company Stockholders’ Meeting. Except in the event that a Change of Recommendation has been effected in accordance with Section 6.5, the Company shall use its reasonable best efforts to ~~obtain such approvals~~provide Parent with periodic updates (including voting reports) concerning proxy solicitation results, as reasonably requested by Xxxxxx.

Appears in 1 contract

Samples: Merger Agreement (Encore Wire Corp)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, ~~Parent and~~ (i) the Company shall prepare and file with the SEC (A) a prospectus and information statement (the “Prospectus/Information Statement”) or (B) in the event that the Company does not receive written consents from its stockholders sufficient to obtain the Company Stockholder Approval in accordance with Section 5.5(c), a prospectus and proxy statement relating to the Company Stockholders Meeting (the “Prospectus/Proxy Statement, ”) and (ii) Parent shall prepare and file with the SEC the ~~Form S-4, in which the~~ Proxy Statement ~~will~~ and the Form S-4 (which may be ~~included~~ made as a ~~prospectus~~single filing). ~~Each of~~ Parent and the Company each shall use reasonable best efforts to have the Proxy Statement, Form ~~S-4~~ S-4, the Prospectus/Information Statement or Prospectus/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Proxy Statement, Form ~~S-4~~ S-4, the Prospectus/Information Statement or Prospectus/Proxy Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. ~~The Company will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act.~~ Parent shall also take any action reasonably required to be taken under any applicable ~~state or provincial securities laws~~ Law in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock and/or Verso First Lien Notes in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. ~~No filing of, or amendment or supplement to,~~ Parent and the ~~Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which~~ Company shall ~~not be unreasonably withheld, delayed or conditioned)~~ provide each other and ~~without providing the other party~~ their respective Representatives a reasonable opportunity to review and comment ~~thereon. Parent or~~ on the ~~Company~~Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement and Form S-4, as applicable, and shall consider in good faith any comments proposed by the other party for inclusion in the Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement and Form S-4, as applicable. Parent will advise the ~~other promptly~~ Company in a reasonably prompt manner after it receives ~~oral or~~ written notice of the time when the Form S-4 has become effective under the Securities Act or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common ~~Units~~ Stock and/or Verso First Lien Notes issuable in connection with the Merger for offering or sale in any jurisdiction, or any ~~oral or~~ written request by the SEC for amendment of the Form S-4. Parent or the Company, as applicable, will advise the other party in a reasonably prompt matter of the receipt of any comments with respect to the Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement or the Form S-4 ~~or comments thereon~~ and responses thereto or requests by the SEC for additional information, and will ~~promptly~~ provide the other party in a reasonably prompt manner with copies of any written communication from the SEC or any state securities commission. Each of the parties, after consultation with the other party (and including comments reasonably proposed by such party), will use its reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement or Form S-4, as applicable. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company ~~which~~ that should be set forth in an amendment or supplement to ~~any~~ the Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement or the Form S-4, as applicable, so that on the date the Prospectus/Information Statement or the Prospectus/Proxy Statement, as applicable, is mailed to stockholders of the Company, the Proxy Statement is mailed to stockholders of Parent, or the Form S-4 or becomes effective under the ~~Proxy Statement~~Securities Act, ~~so that any of such documents~~ it would not include any ~~misstatement~~ untrue statement 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, the discovering party ~~that discovers such information~~ shall ~~promptly~~ notify the other ~~parties hereto~~ party in a reasonably prompt manner and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by ~~law~~applicable Law, disseminated to the stockholders of the ~~Company~~Company or Parent, as applicable. (b) Subject to applicable Law, the Company shall use reasonable best efforts to cause the Prospectus/Information Statement or Prospectus/Proxy Statement, as applicable, and the Form S-4, to be disseminated to the holders of Company Common Stock as promptly as practicable, and, in any event, not later than one (1) Business Day with respect to the Principal Stockholders, following confirmation from the SEC or its staff that it will not comment on, or that it has no additional comments on, the Prospectus/Information Statement or Prospectus/Proxy Statement, as applicable, or the Form S-4, and the expiration of any waiting period with respect to, the Form S-4, and, if necessary in order to comply with applicable securities Laws, after the Prospectus/Information Statement or Prospectus/Proxy Statement, as applicable, shall have been so disseminated, promptly circulate an amended Prospectus/Information Statement or Prospectus/Proxy Statement, as applicable, and, if required in connection therewith, re-solicit proxies. (c) The Company shall take all ~~action necessary~~ actions necessary, proper or advisable in accordance with applicable Laws and the Company Organizational Documents (including Section 2.11 of the Company’s bylaws) to ~~duly give notice of, convene and hold a meeting of its stockholders,~~ seek the written consent to ~~be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider~~ the adoption of this Agreement and the approval of the transactions contemplated hereby, including the ~~Merger~~ Merger, by the holders of Company Common Stock holding at least a majority of the issued and outstanding shares of Company Common Stock by a date that is no later than the later of (i) five (5) Business Days after the date the Form S-4 becomes effective and (ii) the date that is forty-five (45) days after the date of this Agreement (the “~~Stockholders’ Meeting~~Stockholder Approval Deadline”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts in accordance with applicable Law to ~~solicit~~ obtain from its stockholders ~~proxies~~ written consents in favor of the adoption of this Agreement and to take all other lawful action ~~necessary~~ necessary, proper or advisable to seek to secure the vote or consent of its stockholders required by the ~~rules of the NYSE or~~ Company Organizational Documents and applicable Laws to obtain such approvals. (d) In the event that the Company does not receive effective written consents from its stockholders sufficient to obtain the Company Stockholder Approval in accordance with Section 5.5(c) on or prior to the Stockholder Approval Deadline, subject to the fiduciary obligations under applicable Law, the Company shall take, in accordance with applicable Law and the Company Organizational Documents, all action necessary to convene a meeting of holders of Company Common Stock (the “Company Stockholders Meeting”) as promptly as practicable after the Form S-4 is declared effective to consider and vote upon the adoption of this Agreement and to cause such vote to be taken. Subject to Section 5.4 of this Agreement, the Board of Directors of the Company shall recommend, and take all lawful action to solicit, such adoption. (e) The Company's obligations pursuant to Section 5.5(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Transaction. (f) Subject to applicable Law, Parent shall use reasonable best efforts to cause the Proxy Statement and Form S-4 to be disseminated to the holders of Parent Common Stock as promptly as practicable, following confirmation from the SEC or its staff that it will not comment on, or that it has no additional comments on, the Proxy Statement and Form S-4, and, if necessary in order to comply with applicable securities Laws, after the Proxy Statement and Form S-4 shall have been so disseminated, promptly circulate an amended Proxy Statement and Form S-4, and, if required in connection therewith, re-solicit proxies. (g) Parent shall take, in accordance with applicable Law and the Parent Organizational Documents, all action necessary to convene a meeting of the holders of Parent Common Stock as promptly as practicable after the Proxy Statement and Form S-4 are declared effective to consider and vote upon the adoption of this Agreement and to cause such vote to be taken. The Board of Directors of Parent shall recommend, and take all lawful action to solicit, such adoption.

Appears in 1 contract

Samples: Merger Agreement

Filings; Other Actions. (a) As promptly as reasonably practicable ~~following~~ after the date ~~of this Agreement~~hereof (but in any event within twenty-five (25) Business Days after the date hereof), ~~Parent and~~ the Company shall prepare and file with the SEC the preliminary Proxy Statement, which shall, subject to Section 6.4, include the Recommendation, and ~~Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company~~ shall use reasonable best efforts to ~~have~~ respond to any comments by the ~~Form S-4 declared effective under~~ SEC staff in respect of the ~~Securities Act~~ preliminary Proxy Statement as promptly as reasonably practicable after ~~such filing~~ the receipt thereof, and ~~to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will~~ shall cause the definitive Proxy Statement to be mailed to the Company’s ~~stockholders,~~ stockholders as ~~reasonably~~ promptly as practicable following the time the Proxy Statement is cleared by the SEC for mailing to the Company’s (and in any event within ten Business Days after ~~the Form S-4 is declared effective under the Securities Act~~such time). Parent and Merger Sub shall ~~also take~~ provide to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, requested by the SEC or its staff or as the Company may reasonably request. The Company will notify Parent promptly of the receipt of any ~~action required~~ comments or other communications, whether written or oral, that the Company or its Representatives may receive from time to ~~be taken under any applicable state~~ time from the SEC or ~~provincial securities laws~~ the staff of the SEC in connection with the ~~issuance~~ Contemplated Transactions and ~~reservation~~ of ~~Common Units in~~ any request by the ~~Merger~~SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information with respect to the Proxy Statement or the transactions contemplated hereby and the Company will supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the ~~Company shall furnish all information concerning~~ SEC or the ~~Company and~~ staff of the ~~holders of Company Common Stock as may be reasonably requested in connection~~ SEC, on the other hand, with respect to the Proxy Statement or the Contemplated Transactions. Subject to applicable Law, prior to filing or mailing the Proxy Statement (or any ~~such action. No filing of, or~~ amendment or supplement tothereto) or responding to any written comments of the SEC staff with respect thereto, the ~~Form S-4 or the Proxy Statement will be made by~~ Company shall provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned)~~ and ~~without providing the other party~~ its counsel a reasonable opportunity to review and ~~comment thereon.~~ to propose comments on such document or response and the Company shall consider and implement in good faith such comments reasonably proposed by Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger its counsel for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commissioninclusion therein. If at any time prior to the ~~Effective Time~~ Company Stockholders’ Meeting (or any adjournment or postponement thereof) any information relating to ~~Parent~~ the Company or ~~the Company~~Parent, or any of their respective ~~affiliates~~Affiliates, ~~officers~~ directors or ~~directors~~officers, is discovered by ~~Parent or the Company which~~ a Party that should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy Statement, so that ~~any of such documents~~ 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~~ Party that discovers such information ~~shall~~ will promptly notify the other ~~parties~~ Parties hereto and an appropriate amendment or supplement describing such information ~~shall~~ will be promptly filed with the SEC and, to the extent required by ~~law~~applicable Law, disseminated to the stockholders of the Company. (b) ~~The~~ Subject to the other provisions of this Agreement, the Company shall (i) take all action ~~necessary in accordance with applicable Laws~~ required by the NYSE, the CSE and the ~~Company Organizational Documents~~ SEC rules and as required by the DGCL and its certificate of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its ~~stockholders~~stockholders promptly (but in no event later than forty-five (45) days following the mailing of the Proxy Statement) for the purpose of obtaining (A) the Required Company Stockholder Vote and (B) if so desired and mutually agreed between the Company and Parent, ~~to be held as promptly as practicable after~~ a vote upon other matters of the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption~~ type customarily brought before a meeting of ~~this Agreement and~~ stockholders in connection with the approval of a merger agreement or the transactions contemplated ~~hereby~~by such agreement (as it may be adjourned or postponed in accordance with this Agreement, ~~including the Merger (~~the “Company Stockholders’ Meeting”)~~. The~~ ; provided, that, such Company ~~will~~Stockholders’ Meeting may also be the Company’s annual meeting of stockholders; provided, ~~except~~ further, that the foregoing obligations shall not be affected by a Change of Recommendation (it being understood and agreed that in the ~~case~~ event of a Change of Recommendation, ~~through its Board of Directors~~the Company shall have no obligation to solicit proxies to obtain the Required Company Stockholder Vote under the following clause (ii)), ~~recommend that its stockholders adopt this Agreement~~ and ~~will~~ (ii) use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement (it being understood and agreed that the foregoing shall not require the Company Board to ~~take all other action~~ recommend in favor of the adoption of this Agreement, if a Change of Recommendation has been validly effected in accordance with Section 6.4). The Company shall consult with Parent regarding the record date of the Company Stockholders’ Meeting, prior to setting such date. Notwithstanding anything to the contrary in this Agreement, (x) the Company may adjourn, recess, or postpone, and at the request of Parent it shall adjourn, recess or postpone, the Company Stockholders’ Meeting for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or ~~advisable~~ to ~~secure~~ obtain the ~~vote or consent of its stockholders required~~ Required Company Stockholder Vote (provided, that, unless agreed in writing by the ~~rules~~ Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than ten (10) Business Days each (not to exceed twenty (20) Business Days in the aggregate without Parent’s written consent)) and (y) the Company may adjourn, recess, or postpone the Company Stockholders’ Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the ~~NYSE or applicable Laws~~ Company within a reasonable amount of time in advance of the Company Stockholders’ Meeting. The Company shall use its reasonable best efforts to ~~obtain such approvals~~provide Parent with periodic updates (including voting reports) concerning proxy solicitation results, as reasonably requested by Parent.

Appears in 1 contract

Samples: Merger Agreement (United States Steel Corp)

Filings; Other Actions. (a) As promptly as ~~reasonably~~ practicable ~~following~~ after the execution of this Agreement (but no later than 10 (ten) Business Days after the date hereof), subject to the receipt from Parent and Merger Sub of the information described in the second sentence of this ~~Agreement~~clause (a), ~~Parent and~~ the Company shall prepare (in consultation with Parent and after taking into account any comments made by Parent) and file with the SEC (i) the Proxy Statement, which shall, subject to Section 5.3, include the Recommendation and ~~Parent~~ (ii) a Rule 13E-3 transaction statement on Schedule 13E-3 (the “Schedule 13E-3”), and shall ~~prepare and file with~~ use all commercially reasonable efforts to respond as promptly as practicable to any comments by the SEC ~~the Form S-4,~~ staff in ~~which~~ respect of the Proxy Statement ~~will be included as a prospectus. Each of Parent~~ and the ~~Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing~~ Schedule 13E-3 and to ~~keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will~~ cause the definitive Proxy Statement to be mailed to the Company’s ~~stockholders,~~ stockholders as ~~reasonably~~ promptly as practicable after the ~~Form S-4 is declared effective under the Securities Act~~date of this Agreement. Parent ~~shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance~~ and ~~reservation of Common Units in the Merger, and the Company~~ Merger Sub shall furnish all information concerning themselves and their Affiliates that is required to be included in the ~~Company~~ Proxy Statement and the ~~holders of Company Common Stock as may be reasonably requested~~ Schedule 13E-3, or that is customarily included in a proxy statement or a Schedule 13E-3 prepared in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice transactions of the ~~time when~~ type contemplated by this Agreement. The Company shall promptly notify Parent upon the ~~Form S-4 has become effective~~ receipt of any comments from the SEC or its staff or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by from the SEC or its staff for ~~amendment of~~ amendments or supplements to the Proxy Statement or the ~~Form S-4 or comments thereon~~ Schedule 13E-3 and ~~responses thereto or requests by the SEC for additional information, and will promptly~~ shall provide ~~the other~~ Parent with copies of ~~any written communication from~~ all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or ~~any state securities commission~~the Schedule 13E-3. If at any time prior to the ~~Effective Time~~ Company Meeting any information relating to ~~Parent or~~ the Company, Parent or any of their respective ~~affiliates~~Affiliates, officers or ~~directors,~~ directors is discovered by ~~Parent or~~ the Company or Parent which should be set forth in an amendment or supplement to ~~any of~~ the ~~Form S-4~~ Proxy Statement or the Schedule 13E-3, so that the Proxy Statement, ~~so that any of such documents would~~ Schedule 13E-3 or the other filings shall not ~~include any misstatement~~ contain an 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~~ are made, ~~not~~ no misleading, the party ~~that~~ which discovers such information shall promptly notify the other ~~parties hereto~~ party, and an appropriate amendment or supplement describing such information shall be ~~promptly~~ filed with the SEC and, to the extent required by ~~law~~applicable Law, disseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or making the other filings (including the Schedule 13E-3) (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide 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 in good faith. The Company shall cause the Proxy Statement to be mailed to holders of Common Stock as of the record date established for the Company Meeting as promptly as practicable, and in no event more than five (5) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement. (b) ~~The~~ Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with ~~applicable Laws~~ the DGCL and ~~the Company Organizational Documents~~ its certificate of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held as~~ stockholders promptly ~~as practicable after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ mailing of the ~~transactions contemplated hereby, including~~ Proxy Statement for the ~~Merger~~ purpose of obtaining the Company Stockholder Approval (the “~~Stockholders’~~ Company Meeting”)~~. The~~ , with the record date and meeting date of the Company ~~will~~Meeting to be selected after reasonable consultation with Parent, ~~except in the case of~~ and (ii) subject to a Change of ~~Recommendation~~Recommendation in accordance with Section 5.3, ~~through its Board of Directors, recommend that its stockholders adopt this Agreement and will~~ use all reasonable ~~best~~ efforts to solicit from its stockholders proxies in favor of the ~~adoption~~ approval of this Agreement and ~~to take all other action necessary or advisable to secure~~ the ~~vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals~~transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Ancestry.com Inc.)

Filings; Other Actions. (a) ~~As promptly as reasonably practicable~~ Promptly following the date of this ~~Agreement~~Agreement (and in any event within twenty-five (25) Business Days after the date hereof), ~~Parent and~~ the Company shall prepare and ~~file~~ cause to be filed with the SEC the preliminary Proxy Statement~~, and~~ . Parent shall ~~prepare and file~~ cooperate with the ~~SEC~~ Company in the ~~Form S-4, in which~~ preparation of the Proxy Statement ~~will be included as a prospectus. Each of~~ and furnish all information concerning Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 its Affiliates that is ~~declared effective under the Securities Act. Parent shall also take any action~~ required ~~to be taken under any applicable state or provincial securities laws~~ in connection with the ~~issuance and reservation~~ preparation of ~~Common Units in~~ the ~~Merger, and the~~ Proxy Statement. The Company shall ~~furnish all information concerning~~ respond promptly to any comments from the ~~Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4~~ SEC or the ~~Proxy Statement will be made by~~ staff of the SEC. The Company shall notify Parent promptly of the receipt of any comments (whether written or oral) from the SEC or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice staff of the ~~time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance~~ SEC and of any ~~stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written~~ request by the SEC or the staff of the SEC for ~~amendment~~ amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all written correspondence between the Company and any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the ~~Form S-4 or comments thereon and responses thereto or requests~~ transactions contemplated by ~~the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission~~this Agreement. If at any time prior to the ~~Effective Time~~ Company Stockholders’ Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, or any of their respective ~~affiliates~~Affiliates, officers or directors, is discovered by Parent or the Company ~~which~~ that should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy Statement, so that ~~any of such documents~~ the Proxy Statement would not include ~~any~~ a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by ~~law~~applicable Law, disseminated to the stockholders of the Company. Subject to applicable Law, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment thereof or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on such document or response and shall consider in good faith and give due consideration to all comments reasonably proposed by Parent or its counsel. The Company shall cause the Proxy Statement to be disseminated to the Company’s stockholders as promptly as reasonably practicable after the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (and in any event within ten (10) Business Days after such time, unless otherwise agreed to by Company and Parent) (such date, the “Clearance Date”). (b) ~~The~~ Subject to Section 5.3 and Section 5.4(c), the Company shall take all action necessary in accordance with applicable ~~Laws~~ Law and the Company Organizational Documents to set a record date for, duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger stockholders (the “Company Stockholders’ Meeting”)) following the dissemination of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval as soon as reasonably practicable following the Clearance Date, with the record date of the Company Stockholders’ Meeting to be selected after reasonable consultation with Parent. ~~The~~ Notwithstanding anything to the contrary in this Agreement, the Company ~~will~~will not be required to convene and hold the Company Stockholders’ Meeting at any time prior to the twentieth (20th) Business Day following the mailing of the Proxy Statement to the Company’s stockholders. Unless the Company shall have made an Adverse Recommendation Change in accordance with this Agreement, ~~except~~ the Company shall include the Recommendation in the ~~case of a Change of Recommendation~~Proxy Statement and shall solicit, ~~through~~ and use its ~~Board of Directors, recommend that its stockholders adopt this Agreement and will use~~ reasonable best efforts to ~~solicit from its stockholders~~ obtain, the Company Stockholder Approval at the Company Stockholders’ Meeting (including by soliciting proxies in favor of the adoption of this ~~Agreement~~ Agreement). (c) The Company may adjourn or postpone the Company Stockholders’ Meeting (i) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined in good faith (after consultation with the Company’s outside legal counsel) is required to ~~take all other action~~ be filed and disseminated under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholders’ Meeting, (ii) if the Company reasonably determines in good faith that there are likely to be insufficient Company Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or ~~advisable~~ to ~~secure~~ allow reasonable additional time to solicit additional proxies to the ~~vote~~ extent the Company reasonably believes necessary in order to obtain the Company Stockholder Approval (whether or not a quorum is present), (iii) if the Company is required to postpone or adjourn the Company Stockholders’ Meeting by applicable Law, order or a request from the SEC or (iv) with the prior written consent of ~~its stockholders~~ Parent; provided, however, that with respect to postponement in the case of clause (ii), the Company shall not change the record date for the Company Stockholder Meeting without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company Stockholders’ Meeting will not be postponed or adjourned without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed) (A)(x) by more than ten (10) Business Days at a time or (y) if the Company has previously postponed or adjourned the meeting four (4) or more times; (B) with respect to Section 5.4(c)(ii), by more than forty-five (45) calendar days after the date on which the Company Stockholders’ Meeting was (or was required to be) originally scheduled or (C) other than with respect to Section 5.4(c)(iii), if such postponement or adjournment would result in or require any change to the record date of the Company Stockholders’ Meeting. (d) Following the date of this Agreement, Parent and the Company shall promptly submit or cause to be submitted to the U.S. Department of State Directorate of Defense Trade Controls any notifications regarding the Merger required by ~~the rules of the NYSE or applicable Laws to obtain such approvals~~(i) 22 C.F.R. § 122.4(b) and (ii) 22 C.F.R. § 122.4(a).

Appears in 1 contract

Samples: Merger Agreement (Barnes Group Inc)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the~~ Form S-4, in which will include the Joint Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Joint Proxy ~~Statement~~ Statement/Prospectus to be mailed to the Company’s ~~stockholders,~~ stockholders as soon as reasonably practicable after the Form S-4 is declared effective by the SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement, including the Merger and the Share Issuance. Parent shall also take any action required to be taken under any applicable state ~~or provincial~~ securities ~~laws~~ Laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of, or amendment or supplement to, the Form S-4 or the Joint Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other party a reasonable opportunity to review and comment ~~thereon. Parent or~~ thereon (which comments shall be considered by the other party in good faith); provided, however, that the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with an Adverse Recommendation Change, a Company Takeover Proposal or a Superior Proposal may amend or supplement the ~~Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the~~ Joint Proxy Statement ~~or the~~ and/or Form S-4 ~~or comments thereon and responses thereto or requests~~ (including by ~~the SEC for additional information~~incorporation by reference) pursuant to a Qualifying Amendment, and ~~will promptly provide the other~~ in such event, this right of approval shall apply only with ~~copies of any written communication from the SEC or any state securities commission. If at any time prior~~ respect to ~~the Effective Time any~~ information relating to Parent or ~~the Company~~its business, financial condition or ~~any~~ results of ~~their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in~~ operations. A “Qualifying Amendment” means an amendment or supplement to ~~any of~~ the Form S-4 or the Joint Proxy Statement, so that any of such documents 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 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, /Prospectus (including by incorporation by reference) to the extent ~~required by law~~it contains (a) an Adverse Recommendation Change, ~~disseminated to the stockholders of the Company.~~ (b) ~~The~~ a statement of the reason of the Board of Directors of the Company ~~shall take all action necessary in accordance with applicable Laws~~ for making such Adverse Recommendation Change, (c) a factually accurate statement by the Company that describes the Company’s receipt of a Company Takeover Proposal or Superior Proposal, the terms of such proposal and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption operation of this Agreement with respect thereto, and (d) additional information reasonably related to the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvalsforegoing.

Appears in 1 contract

Samples: Merger Agreement (Gaming & Leisure Properties, Inc.)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 45 days after the date of this Agreement, Parent and the Company shall prepare and file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the~~ Form S-4, in which will include the Joint Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus. Each of Parent and the Company shall use its respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated ~~hereby~~hereby in accordance herewith. ~~The~~ Parent and the Company shall each use their respective reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and other applicable Laws. Each of Parent and the Company will cause the Joint Proxy ~~Statement~~ Statement/Prospectus to be mailed to ~~the Company’s~~ its respective stockholders, as applicable, as soon as reasonably practicable after the Form S-4 is declared effective by the SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement, including the Merger and the Share Issuance. Parent shall also take any action required to be taken under any applicable state ~~or provincial~~ securities ~~laws~~ Laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of, or amendment or supplement ~~to,~~ to the Form S-4 or the Joint Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other ~~party~~ Party a reasonable opportunity to review and comment ~~thereon. Parent or~~ thereon (which comments shall be considered by the other Party in good faith); provided, however, that the Company, ~~as applicable~~in connection with a Company Adverse Recommendation Change, ~~will advise~~ a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the ~~other promptly after it receives oral or written notice of the time when~~ Joint Proxy Statement/Prospectus and/or the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request (including by ~~the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests~~ incorporation by ~~the SEC for additional information~~reference) pursuant to a Company Qualifying Amendment, and ~~will promptly provide the other~~ in such event, this right of approval shall apply only with ~~copies of any written communication from the SEC or any state securities commission. If at any time prior~~ respect to ~~the Effective Time any~~ information relating to Parent or its business, financial condition or results of operations; provided, further, however, that Parent, in connection with a Parent Adverse Recommendation Change, a Parent Takeover Proposal or a Parent Superior Proposal may amend or supplement the ~~Company~~Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Parent Qualifying Amendment, ~~or any~~ and in such event, this right of ~~their respective affiliates, officers or directors, is discovered by Parent or~~ approval shall apply only with respect to information relating to the Company ~~which should be set forth in~~ or its business, financial condition or results of operations. A “Company Qualifying Amendment” means an amendment or supplement to ~~any of~~ the Form S-4 or the Joint Proxy Statement/Prospectus (including by incorporation by reference) to the extent it contains (i) a Company Adverse Recommendation Change, so (ii) a statement of the reason of the Board of Directors of the Company for making such Company Adverse Recommendation Change, (iii) a factually accurate statement by the Company that ~~any~~ describes the Company’s receipt of a Company Takeover Proposal or Company Superior Proposal, the terms of such ~~documents would not include any misstatement~~ proposal and the operation of ~~a material fact or omit~~ this Agreement with respect thereto, and (iv) additional information reasonably related to ~~state any material fact necessary to make~~ the ~~statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and~~ foregoing. A “Parent Qualifying Amendment” means an ~~appropriate~~ amendment or supplement ~~describing such information shall be promptly filed with~~ to the ~~SEC and,~~ Form S-4 or the Joint Proxy Statement/Prospectus (including by incorporation by reference) to the extent ~~required by law~~it contains (A) a Parent Adverse Recommendation Change, ~~disseminated to the stockholders~~ (B) a statement of the ~~Company.~~ reason of the Parent Board for making such Parent Adverse Recommendation Change, (bC) ~~The Company shall take all action necessary in accordance with applicable Laws~~ a factually accurate statement by Parent that describes Parent’s receipt of a Parent Takeover Proposal or Parent Superior Proposal, the terms of such proposal and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption operation of this Agreement with respect thereto, and (D) additional information reasonably related to the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvalsforegoing.

Appears in 1 contract

Samples: Merger Agreement (Coherent Inc)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall ~~prepare~~ cooperate in preparing and ~~file~~ shall cause to be filed with the SEC mutually acceptable proxy materials for the shareholders of the Company and an information statement pursuant to Rule 14c-2 promulgated under the Exchange Act for the stockholders of Parent that shall together constitute the Proxy Statement/Prospectus and Parent and the Company shall prepare, and Parent shall ~~prepare and~~ file with the ~~SEC~~ SEC, the Form S-4~~, in which~~ . The Proxy Statement/Prospectus will include notice to stockholders required by Section 262(d)(1) of the DGCL that appraisal rights will be available with respect to Parent Class B Stock and notice to stockholders required by Section 228(e) of the DGCL that the stockholders of Parent have taken action without a meeting by less than unanimous written consent. The Proxy ~~Statement~~ Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Parent’s prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective ~~under~~ by the ~~Securities Act as promptly as reasonably practicable after such filing~~ SEC and to keep the Form S-4 effective as long as is necessary to consummate the ~~Merger and the other~~ transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide each other with copies of any written comments, and advise each other of any oral comments, with respect to the Proxy Statement/Prospectus or Form S-4 received from the SEC. Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, however, that, the Company, in connection with a Change of Recommendation, may amend or supplement the Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to effect such a Change of Recommendation. The Company and Parent will use reasonable best efforts to cause the Proxy ~~Statement~~ Statement/Prospectus to be mailed to ~~the Company’s stockholders,~~ Company shareholders and Parent stockholders as ~~reasonably~~ promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent ~~shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger,~~ and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other party, promptly after it receives ~~oral or written~~ notice thereof, of the time when the Form S-4 has become ~~effective or any supplement or amendment has been filed~~effective, the issuance of any stop order, the suspension of the qualification of the Parent Common ~~Units~~ Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any ~~oral or written~~ request by the SEC for amendment of the Proxy ~~Statement~~ Statement/Prospectus or the Form ~~S-4 or comments thereon and responses thereto or requests by the SEC for additional information~~S-4. If, ~~and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If~~ at any time prior to the Effective ~~Time~~ Time, any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company ~~which~~ and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, /Prospectus so that any of such documents 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 ~~that discovers~~ hereto discovering such information shall promptly notify the other ~~parties hereto and~~ party and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC ~~and, to the extent required by law,~~ and disseminated to the ~~stockholders~~ shareholders of the Company. (b) The Company and Parent shall cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein. (c) Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with applicable ~~Laws~~ Law and ~~the Company Organizational Documents~~ its articles of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ shareholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under~~ mailing of the ~~Securities Act~~Proxy Statement/Prospectus for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”), and (ii) use all reasonable efforts to ~~consider~~ solicit from its shareholders proxies in favor of the ~~adoption~~ approval of this Agreement and the ~~approval of the~~ transactions contemplated hereby. (d) Parent shall take all action necessary in accordance with applicable Law and its certificate of incorporation and by-laws to effectuate, ~~including~~ immediately following the ~~Merger (~~execution of this Agreement, the ~~“Stockholders’ Meeting”)~~Parent Stockholder Approval by means of a written consent in the form set forth in Section 6.1(b) of the Company Disclosure Schedule and to comply with all requirements under the Exchange Act relating to the Parent Stockholder Approval as promptly as practicable. The Board of Directors of the Company ~~will~~shall take any actions and make any determinations required under paragraphs (a)(i) and (b) of Article TENTH of the Company’s articles of incorporation as soon as reasonably practicable after the date hereof. (e) Notwithstanding anything to the contrary contained in this Agreement, ~~except~~ the Company may adjourn or postpone the Company Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its shareholders in advance of the vote to be held at the Company Meeting, or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the ~~case~~ Proxy Statement/ Prospectus) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of ~~a Change of Recommendation~~the Company Meeting. Except to the extent expressly permitted by Section 5.3(c) or 5.3(d), ~~through its~~ as applicable: (i) the Board of ~~Directors,~~ Directors of the Company shall recommend that ~~its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies~~ the Company shareholders vote in favor of ~~the adoption~~ approval of this Agreement and the Merger at the Company Meeting, (ii) the Proxy Statement/Prospectus shall include a statement to ~~take all other action necessary or advisable to secure~~ the ~~vote or consent~~ effect that the Board of ~~its stockholders required by the rules~~ Directors of the ~~NYSE~~ Company has recommended that the Company’s shareholders vote in favor of approval of this Agreement and the Merger at the Company Meeting, and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or ~~applicable Laws~~ modify, or propose or resolve to ~~obtain such approvals~~withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the stockholders of the Company vote in favor of approval of this Agreement and the Merger.

Appears in 1 contract

Samples: Merger Agreement (McClatchy Co)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 45 days after the date of this Agreement, Parent and the Company shall prepare and file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the~~ Form S-4, in which will include the Joint Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus. Each of Parent and the Company shall use its respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the ~~Merger~~ Mergers and the other transactions contemplated ~~hereby~~hereby in accordance herewith. ~~The~~ Parent and the Company shall each use their respective reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and other applicable Laws. Each of Parent and the Company will cause the Joint Proxy ~~Statement~~ Statement/Prospectus to be mailed to ~~the Company’s~~ its respective stockholders, as applicable, as soon as reasonably practicable after the Form S-4 is declared effective by the SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement, including the Mergers and the Share Issuance. Parent shall also take any action required to be taken under any applicable state ~~or provincial~~ securities ~~laws~~ Laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the First Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of, or amendment or supplement ~~to,~~ to the Form S-4 or the Joint Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other ~~party~~ Party a reasonable opportunity to review and comment ~~thereon. Parent or~~ thereon (which comments shall be considered by the other Party in good faith); provided, however, that the Company, ~~as applicable~~in connection with a Company Adverse Recommendation Change, ~~will advise~~ a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the ~~other promptly after it receives oral or written notice of the time when~~ Joint Proxy Statement/Prospectus and/or the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request (including by ~~the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests~~ incorporation by ~~the SEC for additional information~~reference) pursuant to a Company Qualifying Amendment, and ~~will promptly provide the other~~ in such event, this right of approval shall apply only with ~~copies of any written communication from the SEC or any state securities commission. If at any time prior~~ respect to ~~the Effective Time any~~ information relating to Parent or its business, financial condition or results of operations; provided, further, however, that Parent, in connection with a Parent Adverse Recommendation Change, a Parent Takeover Proposal or a Parent Superior Proposal may amend or supplement the ~~Company~~Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Parent Qualifying Amendment, ~~or any~~ and in such event, this right of ~~their respective affiliates, officers or directors, is discovered by Parent or~~ approval shall apply only with respect to information relating to the Company ~~which should be set forth in~~ or its business, financial condition or results of operations. A “Company Qualifying Amendment” means an amendment or supplement to ~~any of~~ the Form S-4 or the Joint Proxy Statement/Prospectus (including by incorporation by reference) to the extent it contains (i) a Company Adverse Recommendation Change, so (ii) a statement of the reason of the Board of Directors of the Company for making such Company Adverse Recommendation Change, (iii) a factually accurate statement by the Company that ~~any~~ describes the Company’s receipt of a Company Takeover Proposal or Company Superior Proposal, the terms of such ~~documents would not include any misstatement~~ proposal and the operation of ~~a material fact or omit~~ this Agreement with respect thereto, and (iv) additional information reasonably related to ~~state any material fact necessary to make~~ the ~~statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and~~ foregoing. A “Parent Qualifying Amendment” means an ~~appropriate~~ amendment or supplement ~~describing such information shall be promptly filed with~~ to the ~~SEC and,~~ Form S-4 or the Joint Proxy Statement/Prospectus (including by incorporation by reference) to the extent ~~required by law~~it contains (A) a Parent Adverse Recommendation Change, ~~disseminated to the stockholders~~ (B) a statement of the ~~Company.~~ reason of the Parent Board for making such Parent Adverse Recommendation Change, (bC) ~~The Company shall take all action necessary in accordance with applicable Laws~~ a factually accurate statement by Parent that describes Parent’s receipt of a Parent Takeover Proposal or Parent Superior Proposal, the terms of such proposal and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption operation of this Agreement with respect thereto, and (D) additional information reasonably related to the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvalsforegoing.

Appears in 1 contract

Samples: Merger Agreement (Lumentum Holdings Inc.)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall ~~prepare~~ cooperate in preparing and ~~file~~ shall cause to be filed with the SEC mutually acceptable proxy materials for the shareholders of the Company and an information statement pursuant to Rule 14c-2 promulgated under the Exchange Act for the stockholders of Parent that shall together constitute the Proxy Statement/Prospectus and Parent and the Company shall prepare, and Parent shall ~~prepare and~~ file with the ~~SEC~~ SEC, the Form S-4~~, in which~~ . The Proxy Statement/Prospectus will include notice to stockholders required by Section 262(d)(1) of the DGCL that appraisal rights will be available with respect to Parent Class B Stock and notice to stockholders required by Section 228(e) of the DGCL that the stockholders of Parent have taken action without a meeting by less than unanimous written consent. The Proxy ~~Statement~~ Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Parent's prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective ~~under~~ by the ~~Securities Act as promptly as reasonably practicable after such filing~~ SEC and to keep the Form S-4 effective as long as is necessary to consummate the ~~Merger and the other~~ transactions contemplated hereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide each other with copies of any written comments, and advise each other of any oral comments, with respect to the Proxy Statement/Prospectus or Form S-4 received from the SEC. Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; PROVIDED, HOWEVER, that, the Company, in connection with a Change of Recommendation, may amend or supplement the Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to effect such a Change of Recommendation. The Company and Parent will use reasonable best efforts to cause the Proxy ~~Statement~~ Statement/Prospectus to be mailed to ~~the Company’s stockholders,~~ Company shareholders and Parent stockholders as ~~reasonably~~ promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent ~~shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger,~~ and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other party, promptly after it receives ~~oral or written~~ notice thereof, of the time when the Form S-4 has become ~~effective or any supplement or amendment has been filed~~effective, the issuance of any stop order, the suspension of the qualification of the Parent Common ~~Units~~ Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any ~~oral or written~~ request by the SEC for amendment of the Proxy ~~Statement~~ Statement/Prospectus or the Form ~~S-4 or comments thereon and responses thereto or requests by the SEC for additional information~~S-4. If, ~~and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If~~ at any time prior to the Effective ~~Time~~ Time, any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company ~~which~~ and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, /Prospectus so that any of such documents 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 ~~that discovers~~ hereto discovering such information shall promptly notify the other ~~parties hereto and~~ party and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC ~~and, to the extent required by law,~~ and disseminated to the ~~stockholders~~ shareholders of the Company. (b) The Company and Parent shall cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein. (c) Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with applicable ~~Laws~~ Law and ~~the Company Organizational Documents~~ its articles of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ shareholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under~~ mailing of the ~~Securities Act~~Proxy Statement/Prospectus for the purpose of obtaining the Company Shareholder Approval (the "COMPANY MEETING"), and (ii) use all reasonable efforts to ~~consider~~ solicit from its shareholders proxies in favor of the ~~adoption~~ approval of this Agreement and the ~~approval of the~~ transactions contemplated hereby. (d) Parent shall take all action necessary in accordance with applicable Law and its certificate of incorporation and by-laws to effectuate, ~~including~~ immediately following the ~~Merger (~~execution of this Agreement, the ~~“Stockholders’ Meeting”)~~Parent Stockholder Approval by means of a written consent in the form set forth in Section 6.1(b) of the Company Disclosure Schedule and to comply with all requirements under the Exchange Act relating to the Parent Stockholder Approval as promptly as practicable. The Board of Directors of the Company ~~will~~shall take any actions and make any determinations required under paragraphs (a)(i) and (b) of Article TENTH of the Company's articles of incorporation as soon as reasonably practicable after the date hereof. (e) Notwithstanding anything to the contrary contained in this Agreement, ~~except~~ the Company may adjourn or postpone the Company Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its shareholders in advance of the vote to be held at the Company Meeting, or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the ~~case~~ Proxy Statement/ Prospectus) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of ~~a Change of Recommendation~~the Company Meeting. Except to the extent expressly permitted by Section 5.3(c) or 5.3(d), ~~through its~~ as applicable: (i) the Board of ~~Directors,~~ Directors of the Company shall recommend that ~~its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies~~ the Company shareholders vote in favor of ~~the adoption~~ approval of this Agreement and the Merger at the Company Meeting, (ii) the Proxy Statement/Prospectus shall include a statement to ~~take all other action necessary or advisable to secure~~ the ~~vote or consent~~ effect that the Board of ~~its stockholders required by the rules~~ Directors of the ~~NYSE~~ Company has recommended that the Company's shareholders vote in favor of approval of this Agreement and the Merger at the Company Meeting, and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or ~~applicable Laws~~ modify, or propose or resolve to ~~obtain such approvals~~withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the stockholders of the Company vote in favor of approval of this Agreement and the Merger.

Appears in 1 contract

Samples: Merger Agreement (Knight Ridder Inc)

Filings; Other Actions. (a) As promptly as reasonably practicable ~~following~~ (and in no event later than twenty (20) business days) after the ~~date~~ execution of this Agreement, ~~Parent and~~ the Company shall prepare and file ~~with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which~~ a preliminary version of the Proxy Statement ~~will be included as a prospectus~~with the SEC, which shall, subject to Section 5.3(e) and Section 5.3(f), include the Company Board Recommendation. ~~Each of~~ Parent and Merger Sub, and their counsel, shall be given a reasonable opportunity to review and comment on the Proxy Statement before it is filed with the SEC, and the Company shall give due consideration to any reasonable additions, deletions or changes suggested thereto by Pxxxxx and Merger Sub or their counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to comments by the SEC staff in respect of the Proxy Statement and to have the ~~Form S-4 declared effective~~ Proxy Statement cleared by the SEC and its staff under the ~~Securities~~ Exchange Act as promptly as ~~reasonably~~ practicable after such ~~filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby~~initial filing. The Company ~~will cause~~ shall provide Parent and its counsel with copies of any written comments, and shall provide them a summary of any oral comments, that the Company or its counsel receive from the SEC or its staff with respect to the Proxy Statement ~~to be mailed to the Company’s stockholders~~as promptly as practicable (and in no event later than three (3) business days) after receipt of such comments, ~~as reasonably practicable after the Form S-4 is declared effective under the Securities Act~~and any written or oral responses thereto. Parent and its counsel shall ~~also take any action required to~~ be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party given a reasonable opportunity to review and comment ~~thereon~~on any such responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and its counsel, including by participating with the Company or its counsel in any material discussions or meetings with the SEC. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable and Merger Sub shall furnish all information that is customarily included in a proxy statement prepared in connection with transactions of the ~~Merger for offering or sale in any jurisdiction, or any oral or written request~~ type contemplated by this Agreement concerning themselves and their affiliates as promptly as practicable after the date hereof. (b) The Company shall cause the definitive Proxy Statement to be filed with the SEC ~~for amendment of~~ and mailed to the Company’s stockholders as promptly as reasonably practicable (and in no event later than five (5) business days) after the preliminary Proxy Statement has been filed with the SEC pursuant to Section 5.4(a) and either the SEC has indicated that it does not intend to review such Proxy Statement or the ~~Form S-4 or comments thereon and responses thereto or requests by~~ SEC has indicated that its review of such Proxy Statement has been completed and, accordingly, the SEC ~~for additional information,~~ staff advises that it has no further comments to such Proxy Statement. (c) The Company shall cause the Proxy Statement at the date that it (and ~~will promptly provide the other with copies of~~ any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement thereto) is first published, sent, or given to ~~any~~ the stockholders of the ~~Form S-4 or~~ Company and at the ~~Proxy Statement~~time of the Company Stockholders’ Meeting, ~~so that~~ to (i) comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) not contain any ~~of such documents would not include any misstatement~~ untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the 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, to the extent required by law, disseminated to the stockholders of the Company. (bd) The Company ~~shall~~ shall, as soon as reasonably practicable following the date of this Agreement, establish a record date (and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith) for and, subject to the other provisions of this Agreement, as promptly as reasonably practical after the filing of the definitive Proxy Statement with the SEC, take all action necessary in accordance with ~~applicable Laws~~ the DGCL and the Company Organizational Documents to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held as promptly as practicable after~~ stockholders for the ~~Form S-4 is declared effective under~~ purpose of obtaining the ~~Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger~~ Company Stockholder Approval (the “Company Stockholders’ Meeting”), which shall be scheduled for a date that is not later than thirty (30) days following the date on which the definitive version of the Proxy Statement is first mailed to the Company’s stockholders. The Company ~~will~~shall not submit any proposals for approval at the Company Stockholders’ Meeting without the prior written consent of Parent, ~~except in~~ other than the ~~case~~ proposal to seek the Company Stockholder Approval, a “say-on-pay” proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, and a proposal to adjourn the Company Stockholders’ Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to adopt this Agreement at the Company Stockholders’ Meeting. Subject to a Change of ~~Recommendation~~Recommendation in accordance with Section 5.3, ~~through its~~ the Company shall include the Company Board ~~of Directors, recommend that its stockholders adopt this Agreement~~ Recommendation in the Proxy Statement and ~~will~~ use all reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement ~~and~~ (including by postponing or adjourning the Company Stockholders’ Meeting to ~~take all other action necessary~~ allow additional solicitation of proxies in order to obtain the Company Stockholder Approval if necessary). Once the Company Stockholders’ Meeting has been scheduled by the Company, the Company shall not adjourn, postpone, reschedule or ~~advisable to secure~~ recess the ~~vote or~~ Company Stockholders’ Meeting without the prior written consent of ~~its~~ Parent (not to be unreasonably withheld, conditioned or delayed); provided, that, the Company may, and shall at Parent’s request, postpone or adjourn the Company Stockholders’ Meeting from time to time (i) if a quorum has not been established, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholders’ Meeting , (iii) to allow reasonable additional time to solicit additional proxies if necessary in order to obtain the Company Stockholder Approval, or (iv) if required by applicable Law; provided, however, that the ~~rules~~ Company Stockholders’ Meeting shall not be postponed or adjourned as a result of clause (i) or clause (iii) above for a period of more than twenty (20) business days in the ~~NYSE~~ aggregate without the prior written consent of Parent. The Company agrees that, unless this Agreement is terminated pursuant to Section 7.1, its obligations pursuant to this Section 5.4 shall not be affected by the commencement, public proposal, public disclosure or ~~applicable Laws~~ communication to ~~obtain such approvals~~the Company or any other Person of any Acquisition Proposal or Change of Recommendation. The Company shall provide updates to Parent with respect to the proxy solicitation for the Company Stockholders’ Meeting (including interim results) as reasonably requested by Pxxxxx.

Appears in 1 contract

Samples: Merger Agreement (Tellurian Inc. /De/)

Filings; Other Actions. (a) As promptly as ~~reasonably~~ practicable following the date of this Agreement, ~~Parent and~~ the ~~Company shall prepare and file with the SEC the Proxy Statement, and~~ Parent shall prepare and file with the SEC a proxy or information statement on Schedule 14A or 14C to authorize the ~~Form S-4~~amendment of the Parent’s Articles of Incorporation to authorized Parent Preferred Stock in an amount necessary to pay the Merger Consideration and, ~~in which~~ if necessary, to approve the Merger (the “Proxy ~~Statement will be included as a prospectus~~Statement”). The Company and Parent shall provide the other with the opportunity to review and comment on such documents prior to their filing with the SEC. Each of Parent and the Company shall use reasonable best efforts to ~~have the Form S-4 declared effective under the Securities Act~~ make such additional federal, state and foreign filings as ~~promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as~~ may be necessary to ~~consummate~~ comply with any registration requirement, or available exemption or exemptions from registration, governing the ~~Merger and~~ issuance of Parent Common or Preferred Stock to the ~~other transactions contemplated hereby~~Company’s Shareholders. ~~The Company~~ Parent will cause the Proxy Statement to be mailed to ~~the Company~~Parent’s stockholders, as promptly as reasonably ~~practicable after the Form S-4 is declared effective under the Securities Act~~practicable. Parent shall also take any action required to be taken under any applicable state ~~or provincial~~ securities laws in connection with the issuance and reservation of shares of Parent Preferred and Common ~~Units~~ Stock in the ~~Merger~~Merger and the conversion of Company Stock Options into options to acquire Parent Common Stock, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. ~~No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by~~ Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the ~~other~~ Company promptly after it receives ~~oral or~~ written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement ~~or the Form S-4~~ or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the ~~SEC or any state securities commission~~SEC. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy Statement, so that any of such documents 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 ~~that~~ which discovers such information shall promptly notify the other ~~parties hereto~~ party and an appropriate amendment or supplement describing such information shall be promptly filed with the ~~SEC~~ SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by ~~law~~applicable Law, disseminated to the respective stockholders of Parent and the Company. (b) ~~The~~ Each of the Company ~~shall~~ and Parent shall, as promptly as practicable, take all action necessary in accordance with applicable Laws and the Company Organizational ~~Documents~~ Documents, in the case of the Company, and the Parent Organizational Documents, in the case of Parent, to duly give notice of, convene and hold a meeting of its stockholders, respectively, to be held as promptly as practicable ~~after~~ to consider, in the ~~Form S-4 is declared effective under~~ case of Parent, the ~~Securities Act~~Charter Amendment and, ~~to consider~~ if necessary, the ~~adoption~~ Stock Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the Company, the approval of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Company Stockholders’ Meeting”). The Company will, ~~except in~~ through the ~~case of a Change of Recommendation, through its Board of Directors~~Company Board, recommend that its stockholders ~~adopt~~ approve this Agreement and will use reasonable best efforts to solicit from its ~~stockholders~~ stockholders, proxies in favor of the ~~adoption~~ approval of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by ~~the rules of the NYSE or~~ applicable Laws to obtain such approvals. Parent will, through the Parent Board, recommend that its stockholders approve the Charter Amendment and the Stock Issuance, and will use reasonable best efforts to solicit from its stockholders proxies in favor of the Charter Amendment and if necessary, the Stock Issuance and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by applicable Laws to obtain such approval. (c) The Parent Board may not withdraw or, in a manner adverse to the Company, modify or qualify the Parent Recommendation (any such actions being a “Parent Change of Recommendation”), except to the extent that the Parent Board is required to do so under applicable Law; provided, that the Parent Board shall not make a Parent Change of Recommendation pursuant to this Section 5.4(c) unless Parent has three business days in advance provided a written notice to the Company advising the Company of its intent to make a Parent Change of Recommendation as required under applicable Law. (d) Each of the Company and Parent will use reasonable best efforts to hold the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Atlas Capital Holdings, Inc.)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 10 Business Days after the date of this Agreement, Parent and the Company shall prepare and file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the~~ Form S-4, in which will include the Joint Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus. Each of Parent and the Company shall use its respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated ~~hereby~~hereby in accordance herewith. ~~The~~ Parent and the Company shall each use their respective reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and other applicable Laws. Each of Parent and the Company will cause the Joint Proxy ~~Statement~~ Statement/Prospectus to be mailed to ~~the Company’s~~ its respective stockholders, as applicable, as soon as reasonably practicable after the Form S-4 is declared effective by the SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement, including the Merger and the Share Issuance. Parent shall also take any action required to be taken under any applicable state ~~or provincial~~ securities ~~laws~~ Laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of, or amendment or supplement ~~to,~~ to the Form S-4 or the Joint Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other ~~party~~ Party a reasonable opportunity to review and comment ~~thereon. Parent or~~ thereon (which comments shall be considered by the other Party in good faith); provided, however, that the Company, ~~as applicable~~in connection with a Company Adverse Recommendation Change, ~~will advise~~ a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the ~~other promptly after it receives oral or written notice of the time when~~ Joint Proxy Statement/Prospectus and/or the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request (including by ~~the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests~~ incorporation by ~~the SEC for additional information~~reference) pursuant to a Company Qualifying Amendment, and ~~will promptly provide the other~~ in such event, this right of approval shall apply only with ~~copies of any written communication from the SEC or any state securities commission. If at any time prior~~ respect to ~~the Effective Time any~~ information relating to Parent or its business, financial condition or results of operations; provided, further, however, that Parent, in connection with a Parent Adverse Recommendation Change, a Parent Takeover Proposal or a Parent Superior Proposal may amend or supplement the ~~Company~~Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Parent Qualifying Amendment, ~~or any~~ and in such event, this right of ~~their respective affiliates, officers or directors, is discovered by Parent or~~ approval shall apply only with respect to information relating to the Company ~~which should be set forth in~~ or its business, financial condition or results of operations. A “Company Qualifying Amendment” means an amendment or supplement to ~~any of~~ the Form S-4 or the Joint Proxy Statement/Prospectus (including by incorporation by reference) to the extent it contains (i) a Company Adverse Recommendation Change, so (ii) a statement of the reason of the Board of Directors of the Company for making such Company Adverse Recommendation Change, (iii) a factually accurate statement by the Company that ~~any~~ describes the Company’s receipt of a Company Takeover Proposal or Company Superior Proposal, the terms of such ~~documents would not include any misstatement~~ proposal and the operation of ~~a material fact or omit~~ this Agreement with respect thereto, and (iv) additional information reasonably related to ~~state any material fact necessary to make~~ the ~~statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and~~ foregoing. A “Parent Qualifying Amendment” means an ~~appropriate~~ amendment or supplement ~~describing such information shall be promptly filed with~~ to the ~~SEC and,~~ Form S-4 or the Joint Proxy Statement/Prospectus (including by incorporation by reference) to the extent ~~required by law~~it contains (A) a Parent Adverse Recommendation Change, ~~disseminated to the stockholders~~ (B) a statement of the ~~Company.~~ reason of the Parent Board for making such Parent Adverse Recommendation Change, (bC) ~~The Company shall take all action necessary in accordance with applicable Laws~~ a factually accurate statement by Parent that describes Parent’s receipt of a Parent Takeover Proposal or Parent Superior Proposal, the terms of such proposal and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption operation of this Agreement with respect thereto, and (D) additional information reasonably related to the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvalsforegoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Coherent Inc)

Filings; Other Actions. (a) As promptly as reasonably practicable ~~following~~ after consummation of the ~~date of this Agreement~~Offer, ~~Parent and~~ if required, the Company shall prepare and file with the SEC the Company Proxy Statement, and Parent ~~shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent~~ and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the ~~Form S-4 declared effective under~~ Company Proxy Statement cleared by the ~~Securities Act~~ staff of the SEC as promptly as reasonably practicable after such ~~filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby~~filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s ~~stockholders,~~ shareholders as promptly as reasonably practicable after the ~~Form S-4~~ Company Proxy Statement is ~~declared effective under~~ cleared by the ~~Securities Act~~staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent ~~shall also take~~ of the receipt of any ~~action required~~ oral or written comments from the staff of the SEC relating to ~~be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and~~ the Company Proxy Statement. The Company shall ~~furnish all information concerning the Company~~ cooperate and ~~the holders of Company Common Stock as may be reasonably requested in connection~~ provide Parent with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment ~~thereon. Parent or~~ on (i) the ~~Company, as applicable, will advise the other promptly after it receives oral or written notice~~ draft of the ~~time when the Form S-4 has become effective~~ Company Proxy Statement (including each amendment or ~~any~~ supplement ~~or amendment has been filed, the issuance of any stop order, the suspension~~ thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the ~~qualification~~ staff of the ~~Common Units issuable in connection with the Merger for offering or sale in any jurisdiction~~SEC, ~~or any oral or written request by the SEC for amendment~~ prior to filing of the Company Proxy Statement with or sending such to the ~~Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information~~SEC, and the Company will ~~promptly~~ provide ~~the other with~~ to Parent copies of ~~any written communication from~~ all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be set forth in the Schedule 13E-3. Each Party shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 13E-3 and any ~~state securities commission~~other required filings as promptly as practicable after receipt thereof. Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Effective ~~Time~~ Time, any information ~~relating to Parent or the Company, or any of their respective affiliates, officers or directors, is~~ should be discovered by ~~Parent or the Company~~ any party hereto which should be set forth in an amendment or supplement to ~~any of~~ the ~~Form S-4~~ Company Proxy Statement or ~~the Proxy Statement,~~ Schedule 13E-3 so that ~~any of such documents~~ the Company Proxy Statement or Schedule 13E-3 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 the light of the circumstances under which they were made, not misleading, the party ~~that~~ which discovers such information shall promptly notify the other parties hereto ~~and~~ and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC ~~and,~~ and disseminated by the Company to the ~~extent required by law, disseminated to the stockholders~~ shareholders of the Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon. (b) ~~The~~ If, at any time following the Acceptance Time, Parent, Merger Sub and any other Subsidiary of Parent shall collectively own at least 80% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to be effected as soon as practicable without a meeting of shareholders of the Company in accordance with Section 607-1104 of Florida Law (such actions, the “Requisite Short-Form Merger”). A-29 (c) Subject to the other provisions of this Agreement, if a shareholder vote is required for consummation of the Merger, the Company shall take all action necessary in accordance with ~~applicable Laws~~ the FBCA and the Articles of Incorporation and the by-laws of the Company ~~Organizational Documents~~ (the “By-laws”) to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ shareholders as promptly as reasonably practicable after consummation of the ~~Form S-4 is declared effective under the Securities Act,~~ Offer to consider and vote upon the adoption and approval of this Agreement and the ~~approval of the~~ transactions contemplated ~~hereby~~hereby (such meeting or any adjournment or postponement thereof, ~~including the Merger (~~the “~~Stockholders’~~ Company Meeting”). ~~The~~ At the Company ~~will~~Meeting, ~~except~~ (i) Parent and its Subsidiaries will vote all Shares owned by them or as to which they have been granted a proxy in favor of approval and adoption of this Agreement, and (ii) Parent and the ~~case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and~~ Company will use reasonable best efforts to solicit from its ~~stockholders~~ shareholders proxies in favor of the ~~adoption~~ approval of this ~~Agreement~~ Agreement, the Merger and the other transactions contemplated hereby, and (iii) the Company will be entitled to ~~take all other action necessary~~ adjourn or ~~advisable to secure~~ postpone the ~~vote~~ Company Shareholders Meeting one (1) time (and will postpone or ~~consent~~ adjourn the Company Shareholders Meeting one (1) time at the written request of ~~its stockholders required by~~ Parent), provided that any such adjournment or postponement shall be no longer than 30 days after the ~~rules of the NYSE or applicable Laws to obtain such approvals~~originally scheduled meeting date.

Appears in 1 contract

Samples: Merger Agreement (BEN Holdings, Inc.)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the~~ Form S-4, in which will include the Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy ~~Statement~~ Statement/Prospectus to be mailed to the Company’s ~~stockholders,~~ stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act, but in no event earlier than the record date set by the Company. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy ~~Statement~~ Statement/Prospectus, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change, may amend or supplement the Form S-4 and the Proxy Statement/Prospectus to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board of Directors for making such Company Adverse Recommendation Change and, in such event, the right of consent set forth in this Section 5.4(a) shall apply only with respect to such information relating to Parent or its business, financial condition or results of operations). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common ~~Units~~ Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy ~~Statement~~ Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective ~~affiliates~~Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include ~~any~~ a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) ~~The~~ Subject to Section 5.3(f), the Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to set a record date for, duly give notice of, convene ~~and~~ and, as soon as reasonably practicable after the S-4 is declared effective, hold a meeting of its ~~stockholders, to be held as promptly as practicable after~~ stockholders for the ~~Form S-4 is declared effective under~~ purpose of obtaining the ~~Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger~~ Company Stockholder Approval (the “Company Stockholders’ Meeting”). ~~The~~ Except as expressly permitted by Section 5.3, the Company ~~will, except~~ Board of Directors shall not make any Company Adverse Recommendation Change and shall include its recommendation that the Company’s stockholders vote in favor of the Merger in the ~~case of a Change of Recommendation~~Proxy Statement/Prospectus and shall solicit, ~~through~~ and use its ~~Board of Directors, recommend that its stockholders adopt this Agreement and will use~~ reasonable best efforts to ~~solicit from~~ obtain, the Company Stockholder Approval at the Company Stockholders’ Meeting. For the avoidance of doubt, the Company shall not be required to hold the Company Stockholders’ Meeting if this Agreement is validly terminated in accordance with Section 7.1. (c) The Company shall cooperate with and keep Parent informed on a current basis regarding its ~~stockholders proxies in favor~~ solicitation efforts and voting results following the dissemination of the ~~adoption~~ Proxy Statement/Prospectus to its stockholders. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ Meeting (i) to the extent required by applicable Law, (ii) if as of ~~this Agreement~~ the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or (iii) with the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned). In addition, if at any time following the dissemination of the Proxy Statement/Prospectus, either the Company or Parent reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained at the Company Stockholders’ Meeting, then on a single occasion and prior to ~~take all other action necessary or advisable to secure~~ the vote ~~or consent of its stockholders required by the rules~~ contemplated having been taken, each of the ~~NYSE~~ Company and Parent shall have the right to require a single adjournment or ~~applicable Laws~~ postponement of the Company Stockholders’ Meeting; provided, that no such adjournments or postponements shall delay the Company Stockholders’ Meeting by more than 45 days from the originally scheduled date. During any such period of adjournment or postponement, the Company shall continue in all respects to ~~obtain such approvals~~comply with its obligations under Section 5.3 and this Section 5.4.

Appears in 1 contract

Samples: Merger Agreement (Dollar Tree Inc)

Filings; Other Actions. (a) As If the Company Stockholder Approval is required under the DGCL, as promptly as reasonably practicable following the ~~date~~ consummation or expiration of ~~this Agreement~~the Offer, ~~Parent and~~ the Company shall prepare and file with the SEC the Proxy Statement, which shall, subject to Section 6.3, include the Recommendation and ~~Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company~~ shall use its reasonable best efforts to ~~have~~ respond to any comments by the ~~Form S-4 declared effective under~~ SEC staff in respect of the ~~Securities Act~~ Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as ~~promptly as~~ may be reasonably ~~practicable after such filing and~~ necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to ~~keep~~ any Third Party in connection with the ~~Form S-4 effective as long as necessary to consummate~~ Offer, the Merger and the ~~other~~ transactions contemplated ~~hereby~~by this Agreement. The Company ~~will~~ shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s ~~stockholders,~~ stockholders as ~~reasonably~~ promptly as practicable after the ~~Form S-4~~ Proxy Statement is ~~declared effective under~~ cleared by the ~~Securities Act~~SEC. ~~Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the~~ The Company shall ~~furnish all information concerning~~ promptly notify Parent of the ~~Company and~~ receipt of any oral or written comments from the ~~holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or~~ SEC relating to the Proxy ~~Statement will be made by~~ Statement. The Company shall cooperate and provide Parent ~~or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party~~ with a reasonable opportunity to review and comment ~~thereon. Parent or~~ on the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment draft of the Proxy Statement (including each amendment or ~~the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly~~ supplement thereto). The Company shall provide ~~the other~~ Parent with copies of ~~any written communication from~~ all filings made and correspondence with the SEC ~~or any state securities commission~~with respect to the Proxy Statement. If at any time prior to the Effective ~~Time~~ Time, any information ~~relating to Parent or the Company, or any of their respective affiliates, officers or directors, is~~ should be discovered by ~~Parent or the Company~~ any party hereto which should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy ~~Statement,~~ Statement so that ~~any of such documents~~ the Proxy Statement 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 the light of the circumstances under which they were made, not misleading, the party ~~that~~ which discovers such information shall promptly notify the other parties hereto ~~and~~ and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly ~~filed~~ by the Company with the SEC ~~and, to~~ and disseminated by the ~~extent required by law, disseminated~~ Company to the stockholders of the ~~Company~~Company as soon as practicable. (b) ~~The~~ Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with ~~applicable Laws~~ the DGCL and ~~the Company Organizational Documents~~ its certificate of incorporation and by-laws to promptly and duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ stockholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ mailing of the ~~transactions contemplated hereby~~Proxy Statement for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, ~~including the Merger (~~the “~~Stockholders’~~ Company Meeting”)~~. The Company will~~, ~~except~~ (ii) cause the Proxy Statement to include the Recommendation and a copy of the opinion referred to in ~~the case of a Change of Recommendation~~Section 4.18, ~~through~~ and (iii) subject to Section 6.3, use its ~~Board of Directors, recommend that its stockholders adopt this Agreement and will use~~ reasonable best efforts to solicit from its stockholders proxies in favor of the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 8.1 and subject to compliance with Section 8.3, the Company, regardless of whether the Board of Directors (whether or not acting through the Special Committee, if such committee still exists or otherwise by resolution of a majority of its disinterested directors) has approved, endorsed or recommended a Company Acquisition Proposal, or has withdrawn, modified, changed, conditioned or qualified the Recommendation, will submit this Agreement to the stockholders of the Company at the Company Meeting for the purpose of adopting this Agreement. Notwithstanding the foregoing, if a Short Form Merger may be effected in accordance with Section 2.8 and Section 253 of the DGCL, the parties hereto agree to take all ~~other~~ necessary and appropriate action ~~necessary or advisable~~ to ~~secure~~ cause the ~~vote or consent of its stockholders required by~~ Merger to become effective on the ~~rules~~ dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the ~~NYSE or applicable Laws to obtain such approvals~~DGCL.

Appears in 1 contract

Samples: Merger Agreement (Odyssey Healthcare Inc)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, ~~Parent~~ each of Vowel, Consonant and Holdco shall cooperate in preparing the ~~Company~~ Registration Statement and Holdco shall ~~prepare and file~~ cause the Registration Statement to be filed with the SEC upon approval thereof by Vowel and Consonant, such approval not to be unreasonably withheld, delayed or conditioned. The Proxy Statement/Prospectus will be included in the Registration Statement as a prospectus and will constitute a part of the Registration Statement. Subject to Section 5.3(c), the Proxy Statement~~, and Parent~~ /Prospectus shall ~~prepare and file with~~ contain the ~~SEC the Form S-4, in which the Proxy Statement will be included as a prospectus~~Vowel Recommendation. Each of ~~Parent~~ Vowel, Consonant and ~~the Company~~ Holdco shall use commercially reasonable ~~best~~ efforts to respond to any comments of the SEC, to have the ~~Form S-4~~ Registration Statement declared effective under the Securities Act as promptly as ~~reasonably~~ practicable after such filing and to ~~keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will~~ cause the Proxy ~~Statement~~ Statement/Prospectus in definitive form to be mailed to ~~the Company~~Vowel’s ~~stockholders,~~ stockholders as ~~reasonably~~ promptly as practicable after the ~~Form S-4~~ Registration Statement is declared effective under the Securities Act. ~~Parent shall also take~~ Each of Vowel, Consonant and Holdco will notify the other parties, as promptly as practicable after the receipt thereof, of any ~~action required~~ written comments, and advise each other of any oral comments, from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to ~~be taken under~~ the Filings or for additional information, and will supply the other parties with copies of all correspondence between it or any ~~applicable state or provincial securities laws in connection with~~ of its Representatives, on the ~~issuance and reservation of Common Units in the Merger~~one hand, and the ~~Company shall furnish all information concerning~~ SEC, or its staff or any other Governmental Authority, on the ~~Company and~~ other hand, with respect to the ~~holders~~ Filings, the transactions contemplated by this Agreement or the shares of ~~Company~~ Holdco Common Stock ~~as may be reasonably requested in connection with any such action~~issuable pursuant to the Mergers. ~~No filing of~~Vowel, ~~or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which~~ Consonant and Holdco shall ~~not be unreasonably withheld, delayed or conditioned)~~ cooperate and ~~without providing~~ provide the other ~~party~~ Parties with a reasonable opportunity to review and comment ~~thereon~~on any amendment or supplement to the Filings prior to filing such with the SEC, and each will provide each other with a copy of all such filings made with the SEC. ~~Parent~~ No amendment or supplement to any Filing will be made by Vowel or Consonant without the ~~Company~~prior approval of Holdco (not to be unreasonably withheld or delayed), except as ~~applicable~~required by Law and then only to the extent necessary, ~~will advise~~ or without providing the other parties the opportunity to review and comment thereon; provided, however, that Vowel, in connection with a Change of Vowel Recommendation, may amend or supplement the Filings (including by incorporation by reference) to effect such a Change of Vowel Recommendation. Holdco shall advise Consonant and Vowel promptly after it receives ~~oral or written~~ notice thereof, of the time when the ~~Form S-4~~ Registration Statement has ~~become~~ been declared effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of ~~the~~ Holdco Common ~~Units~~ Stock issuable in connection with the ~~Merger~~ Mergers for offering or sale in any jurisdiction. If, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective ~~Time~~ Time, any information relating to ~~Parent or~~ the ~~Company~~Parties, or any of their respective ~~affiliates~~Subsidiaries, Affiliates, officers or ~~directors, is~~ directors should be discovered by ~~Parent or~~ the ~~Company~~ Parties which should be set forth in an amendment or supplement to ~~any of~~ the ~~Form S-4 or the Proxy Statement,~~ Filings so that any of such documents 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, or an event occurs which is required to be set forth in an amendment or supplement to the ~~party~~ Filings, the Party that discovers such information shall promptly notify the other ~~parties hereto~~ Party and an ~~appropriate~~ amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by ~~law~~Law, disseminated to Vowel’s stockholders. Holdco, Consonant and Vowel shall furnish Xxxxxxxxxx Xxxxxxx PC and/or XxXxxxxxx Will & Xxxxx LLP, as applicable, with executed representation letters in form and substance reasonably acceptable to such counsel to support opinions by each of Xxxxxxxxxx Xxxxxxx PC and XxXxxxxxx Will & Xxxxx LLP addressed to Holdco to be filed as Exhibits 8.1 and 8.2 to the ~~stockholders of the Company~~Registration Statement. (b) ~~The Company~~ As promptly as practicable after the date of this Agreement, the Parties shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other federal or state securities Law relating to the Mergers and the other transactions contemplated by this Agreement. (c) Subject to the other provisions of this Agreement, including without limitation Section 5.3(c) and Section 7.1 (and for avoidance of doubt, subject to termination of this Agreement pursuant to Section 7.1(f)), as soon as is reasonably practicable following the date (the “SEC Effective Date”) upon which the Registration Statement becomes effective with the SEC, (i) Vowel shall, regardless of any Change of Vowel Recommendation, take all action necessary in accordance with ~~applicable Laws~~ the DGCL and ~~the Company Organizational Documents~~ its certificate of incorporation and by-laws to duly call, give notice of, convene and hold a meeting of its ~~stockholders, to be held~~ stockholders as promptly as reasonably practicable ~~after~~ following the ~~Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval~~ mailing of the ~~transactions contemplated hereby, including~~ Proxy Statement/Prospectus for the ~~Merger~~ purpose of obtaining the Vowel Stockholder Approval (the “~~Stockholders’~~ Vowel Meeting”)~~. The Company will~~, ~~except in~~ it being understood that Vowel shall use reasonable best efforts to cause the ~~case of~~ Proxy Statement/Prospectus to be mailed not more than ten (10) calendar days after the SEC Effective Date, and (ii) subject to a Change of ~~Recommendation~~Vowel Recommendation in accordance with Section 5.3(c), ~~through~~ the Vowel Board shall make the Vowel Recommendation (a statement to such effect shall be contained in the Proxy Statement/Prospectus) and Vowel shall use its ~~Board of Directors, recommend that its stockholders adopt this Agreement and will use~~ commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and ~~to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules~~ approval of the ~~NYSE~~ transactions contemplated hereby, provided, the foregoing shall not prohibit accurate disclosure (and such disclosure shall not be deemed to be a Change of Vowel Recommendation) of factual information regarding the business, financial condition or results of operations of Consonant or Vowel or the fact that a Vowel Alternative Proposal has been made, the identity of the party making such proposal or the material terms of such proposal (but not in the Proxy Statement/Prospectus), to the extent Vowel’s Board, in good faith after consultation with its outside legal counsel, determines that such information, facts, identity or terms is required to comply with its fiduciary obligations to the Vowel stockholders under applicable ~~Laws~~ Law and, provided, further, that the Vowel Board may only make a Change of Vowel Recommendation in accordance with Section 5.3(c). (d) Notwithstanding Sections 5.4(a) or (c), if on a date for which the Vowel Meeting is scheduled (the “Vowel Meeting Original Date”), Vowel has not received proxies representing a sufficient number of shares of Vowel Common Stock to ~~obtain~~ adopt this Agreement, Vowel shall have the right to postpone or adjourn the Vowel Meeting to a date which shall not be more than 45 days after the Vowel Meeting Original Date. If Vowel continues not to receive proxies representing a sufficient number of shares of Vowel Common Stock to adopt this Agreement, Vowel may make one or more successive postponements or adjournments of the Vowel Meeting as long as the date of the Vowel Meeting is not postponed or adjourned more than an aggregate of 45 days from the Vowel Meeting Original Date in reliance on this subsection. In the event that the Vowel Meeting is adjourned or postponed as a result of applicable Law, including the need to supplement the Proxy Statement/Prospectus, any days resulting from such ~~approvals~~adjournment or postponement shall not be included for purposes of the calculations of numbers of days pursuant to this Section 5.4.

Appears in 1 contract

Samples: Merger Agreement (Voyager Learning CO)

Filings; Other Actions. (a) As promptly as reasonably practicable ~~following~~ after the date ~~of this Agreement~~hereof (and in any event within twenty Business Days after the date hereof), ~~Parent and~~ the Company shall prepare and file with the SEC the Proxy Statement, which shall, subject to Section 5.4, include the Recommendation, and ~~Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company~~ shall use reasonable best efforts to ~~have~~ respond to any comments by the ~~Form S-4 declared effective under~~ SEC staff in respect of the ~~Securities Act~~ Proxy Statement as promptly as reasonably practicable after ~~such filing~~ the receipt thereof, to have the Proxy Statement cleared by the SEC staff as promptly as reasonably practicable and ~~to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will~~ shall cause the definitive Proxy Statement to be mailed to the Company’s ~~stockholders~~stockholders as of the record date established for the Company Meeting promptly following the time the Proxy Statement is cleared by the SEC for mailing to the Company’s stockholders (and in any event within five Business Days after such time). Unless the Board of Directors has made a Change of Recommendation in accordance with Section 5.4(c) or Section 5.4(d), ~~as reasonably practicable after~~ the ~~Form S-4 is declared effective under~~ Recommendation shall be included in the ~~Securities Act~~Proxy Statement. Parent and Merger Sub shall ~~also take any action required~~ provide to ~~be taken under any applicable state or provincial securities laws~~ the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with a transaction of the ~~issuance and reservation~~ type contemplated by this Agreement or as otherwise required by applicable Law, requested by the SEC or its staff or as the Company may reasonably request. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of ~~Common Units in~~ the ~~Merger~~SEC or its staff with respect thereto, ~~and~~ the Company shall ~~furnish all information concerning the Company~~ provide Parent and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party its counsel a reasonable opportunity to review and ~~comment thereon.~~ to propose comments on such document or response and consider in good faith such comments reasonably proposed by Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger its counsel for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commissioninclusion therein. If at any time prior to the ~~Effective Time~~ Company Meeting any information relating to ~~Parent~~ the Company or ~~the Company~~Parent, or any of their respective ~~affiliates~~Affiliates, ~~officers or directors, is~~ should be discovered by ~~Parent or the Company~~ a party, which information should be set forth in an amendment or supplement to ~~any of the Form S-4 or~~ the Proxy Statement, so that ~~any of such documents~~ either 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~~ are made, not misleading, the party that discovers such information shall promptly notify the other ~~parties hereto~~ party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an ~~appropriate~~ amendment or ~~supplement describing such information shall be promptly filed with the SEC and~~supplement, in each case, to the extent required by ~~law, disseminated to the stockholders~~ applicable Law. Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders, in each case as and to the extent required by applicable Law. (b) ~~The~~ Subject to the other provisions of this Agreement, the Company shall (i) take all action ~~necessary in accordance with applicable Laws~~ required, including under the DGCL and ~~the Company Organizational Documents~~ its certificate of incorporation and bylaws, to set a record date for, duly call, give notice of, convene and hold promptly following the mailing of the Proxy Statement a meeting of its ~~stockholders, to be held as promptly as practicable after~~ stockholders for the ~~Form S-4 is declared effective under~~ purpose of obtaining the ~~Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger~~ Company Stockholder Approval (the “~~Stockholders’~~ Company Meeting”)~~. The~~ , it being understood that the Company ~~will~~Meeting may also be the Company’s annual meeting of stockholders, ~~except in~~ with the ~~case~~ record date and meeting date of the Company Meeting to be selected after reasonable consultation with Parent, and (ii) subject to a Change of ~~Recommendation~~Recommendation in accordance with Section 5.4, ~~through its Board of Directors, recommend that its stockholders adopt this Agreement and will~~ use reasonable best efforts to solicit from its stockholders proxies in favor of the approval of the adoption of this ~~Agreement~~ Agreement. The Company shall keep Parent reasonably informed on a reasonably current basis, and promptly upon the Company’s request, of the status of its efforts to ~~take all other action necessary~~ solicit such approval. The Company may postpone or ~~advisable to secure~~ adjourn the ~~vote or~~ Company Meeting (A) with the written consent of ~~its stockholders~~ Parent, (B) if a quorum has not been established at the time of the originally scheduled Company Meeting, (C) if required by applicable Law, (D) after consultation with Parent, with respect to any supplemental or amended disclosure that the ~~rules~~ Board of Directors has determined in good faith after consultation with its outside legal counsel is necessary under applicable Law, to the extent necessary to ensure such supplemental or amended disclosure is provided to stockholders of the ~~NYSE~~ Company within a reasonable amount of time in advance of the Company Meeting or ~~applicable Laws~~ (E) to allow reasonable additional time to solicit additional proxies if necessary in order to obtain ~~such approvals~~the Company Stockholder Approval; provided that the Company Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date on which the Company Meeting was (or was required to be) originally scheduled without the prior written consent of Parent. In no event will the record date of the Company Meeting be changed without Parent’s prior written consent, unless required by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Envision Healthcare Corp)

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 45 days after the date of this Agreement, Parent and the Company shall prepare and file with the SEC the ~~Proxy Statement, and Parent shall prepare and file with the SEC the~~ Form S-4, in which will include the Joint Proxy ~~Statement will be included as a prospectus~~Statement/Prospectus. Each of Parent and the Company shall use its respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated ~~hereby~~hereby in accordance herewith. ~~The~~ Parent and the Company shall each use their respective reasonable best efforts to cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and other applicable Laws. Each of Parent and the Company will cause the Joint Proxy ~~Statement~~ Statement/Prospectus to be mailed to ~~the Company’s~~ its respective stockholders, as applicable, as soon as reasonably practicable after the Form S-4 is declared effective by the SEC under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement, including the Merger and the Share Issuance. Parent shall also take any action required to be taken under any applicable state ~~or provincial~~ securities ~~laws~~ Laws in connection with the issuance and reservation of shares of Parent Common ~~Units~~ Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common ~~Stock~~ Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of, or amendment or supplement ~~to,~~ to the Form S-4 or the Joint Proxy ~~Statement~~ Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, ~~delayed~~ conditioned or ~~conditioned~~delayed) and without providing the other ~~party~~ Party a reasonable opportunity to review and comment ~~thereon. Parent or~~ thereon (which comments shall be considered by the other Party in good faith); provided, however, that the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with ~~the Merger for offering~~ a Company Adverse Recommendation Change, a Company Takeover Proposal or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the a Company ~~which should be set forth in an amendment~~ Superior Proposal may amend or supplement ~~to any of~~ the Form S-4 or the Proxy Statement, so that any of such documents 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 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, to the extent required by law, disseminated to the stockholders of the Company. (b) The Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals.Joint Proxy

Appears in 1 contract

Samples: Merger Agreement (Ii-Vi Inc)

Filings; Other Actions. (a) ~~As promptly as reasonably practicable following the date of this Agreement~~The Company, Parent and Trust shall promptly prepare and file with the ~~Company~~ SEC the Joint Proxy Statement and the Parent Companies shall prepare and file with the SEC the ~~Proxy~~ Registration Statement~~, and Parent shall prepare and file with the SEC the Form S-4~~, in which the Joint Proxy Statement will be included as a prospectus. Each of ~~Parent~~ Parent, Trust and the Company shall use all reasonable ~~best~~ efforts to have the ~~Form S-4~~ Registration Statement declared effective under the Securities Act as promptly as ~~reasonably~~ practicable after such ~~filing and to keep~~ filing. As promptly as practicable after the ~~Form S-4 effective as long as necessary to consummate the Merger~~ Registration Statement shall have become effective, each of Parent, Trust and the ~~other transactions contemplated hereby. The~~ Company ~~will cause~~ shall mail the Joint Proxy Statement to ~~be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act~~its respective stockholders or shareholders. Parent and Trust shall also take any 25 30 action (other than qualifying to do business in any jurisdiction in which they are currently not so qualified) required to be taken under any applicable state ~~or provincial~~ securities laws in connection with the issuance ~~and reservation~~ of ~~Common Units~~ Paired Shares in the ~~Merger~~Merger and upon the exercise of the Substitute Options (as defined in Section 5.8), and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action~~. No filing of~~, or amendment or supplement to, the Form S-4 or the Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any including information relating to ~~Parent or~~ the ~~Company, or any~~ number of ~~their respective affiliates, officers or directors, is discovered by Parent or the Company which should~~ Paired Shares required to be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents 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 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, to the extent required by law, disseminated to the stockholders of the Companyregistered. (b) ~~The Company shall take~~ Each party hereto agrees, subject to applicable laws relating to the exchange of information, promptly to furnish the other parties hereto with copies of written communications (and memoranda setting forth the substance of all ~~action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of~~oral communications) received by such party, ~~convene and hold a meeting~~ or any of its ~~stockholders~~subsidiaries, ~~to be held~~ affiliates or associates (as ~~promptly as practicable after the Form S-4 is declared effective~~ such terms are defined in Rule 12b-2 under the ~~Securities Act~~Exchange Act as in effect on the date hereof), ~~to consider~~ from, or delivered by any of the ~~adoption of this Agreement and the approval~~ foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (c) Each of the Company, ~~including~~ Parent and Trust will promptly, and in any event within fifteen business days after execution and delivery of this Agreement, make all filings or submissions as are required under the ~~Merger (~~HSR Act. Each of the ~~“Stockholders’ Meeting”)~~Company, Parent and Trust will promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submissions necessary under the HSR Act. ~~The Company will~~Without limiting the generality of the foregoing, ~~except~~ each of the Company, Parent and Trust will promptly notify the other of the receipt and content of any inquiries or requests for additional information made by any Governmental Entity in ~~the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement~~ connection therewith and will ~~use reasonable best efforts to solicit from its stockholders proxies in favor~~ promptly (i) comply with any such inquiry or request and (ii) provide the other with a description of the ~~adoption of this Agreement and~~ information provided to ~~take all other action necessary~~ any Governmental Entity with respect to any such inquiry or ~~advisable to secure the vote or consent of its stockholders required by the rules~~ request. In addition, each of the ~~NYSE~~ Company, Parent and Trust will keep the other apprised of the status of any such inquiry or ~~applicable Laws to obtain such approvals~~request.

Appears in 1 contract

Samples: Merger Agreement (Starwood Lodging Corp)

Common use of Filings; Other Actions Clause in Contracts