Form S-4 and Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, the Company and Parent shall jointly prepare and Parent shall file with the SEC the Form S-4, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts to (i) cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, (ii) to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff, (iii) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (iv) cause the Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after such declaration of effectiveness and (v) to keep the Form S-4 effective through the Closing in order to permit the consummation of the Transactions. Each party shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Proxy Statement/Prospectus. No filing, amendment, supplement or distribution of the Form S-4 or the Proxy Statement/Prospectus will be made without provision to Parent and the Company of a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S-4 so that such document would not include any misstatement of material fact or omit to state any material fact required to be included therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly prepared by the party to which such amended or supplemented disclosure relates and, to the extent required by applicable Law, filed with the SEC and disseminated to the shareholders of the Company. Parent shall notify the Company promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with copies of (A) all correspondence between it or any of its Representatives, on the one hand, and the SEC or staff of the SEC, on the other hand, with respect to the Proxy Statement/Prospectus, the Form S-4 or the Merger and (B) all orders of the SEC relating to the Form S-4.
Appears in 2 contracts
Samples: Merger Agreement (Harris Corp /De/), Merger Agreement (Exelis Inc.)
Form S-4 and Proxy Statement/Prospectus. (a) As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, Rxxx (with the assistance and cooperation of the Company and Parent as reasonably requested by Rxxx) shall jointly prepare and Parent shall file with the SEC the Form S-4 in connection with the registration under the Securities Act of the shares of Rxxx Common Stock to be issued under this Agreement (the “Form S-4”), in which Form S-4 will also contain a proxy statement (as amended or supplemented, the “Proxy Statement/Prospectus will ”) to be included as a prospectus. Each sent to the stockholders of Rxxx relating to the Company and Parent shall use its reasonable best efforts meeting of Roth’s stockholders (including any adjournment or postponement thereof, the “Rxxx Stockholders’ Meeting”) to be held to consider (i) cause the Form S-4 to comply as to form in all material respects with the applicable provisions approval and adoption of the Securities Act this Agreement and the Exchange ActMerger, (ii) to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments approval of the SEC or its staffissuance of Rxxx Common Stock as contemplated by this Agreement, (iii) have the Form S-4 declared effective under the Securities Act second amended and restated Rxxx Certificate of Incorporation as promptly as practicable after such filing, set forth on Exhibit D and (iv) cause any other proposals the Proxy Statement/Prospectus Parties jointly, in writing, deem necessary to be mailed to effectuate the Company’s shareholders as promptly as practicable after such declaration of effectiveness and Merger (v) to keep collectively, the Form S-4 effective through the Closing in order to permit the consummation of the Transactions“Rxxx Proposals”). Each party The Company shall furnish all information concerning the Company as Rxxx may be reasonably requested by the other party request in connection with any such action actions and the preparation, filing and distribution preparation of the Form S-4 and the Proxy Statement/Prospectus. No filingRxxx and the Company each shall use commercially reasonable efforts to (x) cause the Form S-4 and the Proxy Statement, amendmentwhen filed with the SEC, supplement to comply in all material respects with all legal requirements applicable thereto and (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Form S-4 and the Proxy Statement. As promptly as practicable after the date on which the SEC confirms orally or distribution in writing, that it has no further comments on the Form S-4 and the Proxy Statement or that it does not intend to review the Form S-4 and the Proxy Statement, Rxxx shall mail the Proxy Statement to its stockholders. Each of Rxxx and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Form S-4 or and the Proxy Statement/Prospectus will be made without provision to Parent and the Company of a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent.
(b) No filing of, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S-4 so and the Proxy Statement will be made by Rxxx without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Rxxx will advise the Company, promptly after it receives notice thereof, of any request by the SEC for amendment of the Form S-4 and the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Rxxx and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned, or delayed) any response to comments of the SEC with respect to the Form S-4 and the Proxy Statement and any amendment to the Form S-4 and the Proxy Statement filed in response thereto.
(c) Rxxx represents that such document would the information supplied by Rxxx for inclusion in the Form S-4 and the Proxy Statement shall not include any misstatement untrue statement of a material fact or omit to state any material fact required to be included therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading, at (i) the party time the Form S-4 and the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Rxxx, (ii) the time of the Rxxx Stockholders’ Meeting and (iii) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to Rxxx or Merger Sub, or their respective officers or directors, should be discovered by Rxxx which discovers such information should be set forth in an amendment or a supplement to the Form S-4 and the Proxy Statement, Rxxx shall promptly notify inform the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly prepared by the party to which such amended or supplemented disclosure relates and, to the extent required by applicable Law, filed Company. All documents that Rxxx is responsible for filing with the SEC and disseminated to the shareholders of the Company. Parent shall notify the Company promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale the other transactions contemplated by this Agreement will comply as to form and substance in any jurisdiction. The parties shall notify each other promptly all material respects with the applicable requirements of the receipt Securities Act and the Exchange Act.
(d) The Company represents that the information supplied by the Company for inclusion in the Form S-4 and the Proxy Statement shall not include any untrue statement of a material fact or omit to state any comments from material fact necessary in order to make the SEC or statements therein, in the staff light of the SEC for amendments circumstances under which they were made, not misleading, at (i) the time the Form S-4 and the Proxy Statement (or supplements any amendment thereof or supplement thereto) is first mailed to the stockholders of Rxxx, (ii) the time of the Rxxx Stockholders’ Meeting and (iii) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Form S-4 and the Proxy Statement/Prospectus , the Company shall promptly inform Rxxx. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the Form S-4 or for additional information other transactions contemplated by this Agreement will comply as to form and shall supply each other substance in all material respects with copies the applicable requirements of (A) all correspondence between it or any of its Representatives, on the one hand, Securities Act and the SEC or staff of the SEC, on the other hand, with respect to the Proxy Statement/Prospectus, the Form S-4 or the Merger and (B) all orders of the SEC relating to the Form S-4Exchange Act.
Appears in 1 contract
Samples: Business Combination Agreement (Roth CH Acquisition v Co.)
Form S-4 and Proxy Statement/Prospectus. (a) As promptly as practicable after the execution and delivery of this Agreement, Parent and the Company and Parent shall jointly prepare prepare, and Parent shall file with the SEC SEC, a registration statement on Form S-4 in connection with the issuance of shares of Parent Common Stock in the Merger pursuant to the terms of this Agreement (as may be amended or supplemented from time to time, the “Form S-4”). The Form S-4 shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the matters to be considered at the Company Shareholders’ Meeting (as may be amended or supplemented from time to time, in which the “Proxy Statement/Prospectus will be included as a prospectusProspectus”). Each of Parent and the Company and Parent shall use its reasonable best efforts to (i) cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, (ii) to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff, (iii) have the Form S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filingfiling with the SEC. Without limiting the generality of the foregoing, (iv) each of the Company and Parent shall, and shall instruct their respective Representatives to, reasonably cooperate with the other party hereto and its respective Representatives in the preparation of the Form S-4 and the Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Form S-4 and the Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Form S-4 is declared effective by the SEC, the Company shall cause the Proxy Statement/Prospectus to be mailed to its shareholders.
(b) Unless the Company’s shareholders Company Board shall have effected a Company Board Recommendation Change in accordance with the terms of Section 6.2, the Proxy Statement/Prospectus shall include the Company Board Recommendation.
(c) Except as promptly as practicable after such declaration of effectiveness and otherwise set forth in this Agreement, no amendment or supplement (vincluding by incorporation by reference) to keep the Form S-4 effective through or the Closing in order to permit Proxy Statement/Prospectus shall be made without the consummation approval of the Transactions. Each party shall furnish all information as may be reasonably requested by the other party in connection with any such action Parent and the preparationCompany (which approval shall not be unreasonably withheld, filing conditioned or delayed), except to the extent any disclosure contained therein relates to an Acquisition Proposal.
(d) Each of Parent and distribution of the Company shall cause the Form S-4 and the Proxy Statement/Prospectus, as applicable, to comply in all material respects as to form and substance with the requirements of the Securities Act and the Exchange Act. No filingWithout limiting the generality of the foregoing, amendment, supplement the information supplied or distribution of to be supplied by either party hereto for inclusion or incorporation by reference in the Form S-4 shall not, at the time the Form S-4 is filed with the SEC or declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, neither party makes any such covenant with respect to information supplied by the other party. The information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Proxy Statement/Prospectus will shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be made without provision stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, neither party makes any such covenant with respect to information supplied by the other party. In addition, the information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, at the time any such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, neither party makes any such covenant with respect to information supplied by the other party.
(e) The Company shall use commercially reasonable efforts to cause Xxxxx Day (“Xxxxx Day”) to deliver to the Company, and Parent shall use commercially reasonable efforts to cause Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”) to deliver to Parent and any opinions relating to the Tax treatment of the Merger that are required in connection with the Form S-4. In connection with such opinions, upon the request of Xxxxx Day and/or WSGR, officers of each of the Company and Parent shall use commercially reasonable efforts to deliver to Xxxxx Day and WSGR, as applicable, certificates, dated as of a reasonable opportunity to review and comment thereon. If at any time the necessary date for the Form S-4, signed by such officer of the Company or Parent, as applicable, containing customary representations in connection with such opinions.
(f) Without limiting the generality of the foregoing, prior to the Effective Time any information relating to (i) the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent circumstance which should be set forth described in an amendment of, or supplement to to, the Form S-4 S-4, Proxy Statement/Prospectus or any Regulation M-A Filing so that any such document would not include any misstatement of material fact or omit to state any material fact required to be included therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall and as promptly notify the other parties hereto and as practicable thereafter, an appropriate amendment or supplement describing such information shall be filed promptly prepared by with the party to which such amended or supplemented disclosure relates SEC and, to the extent required by applicable LawApplicable Law or the SEC, filed with the SEC and disseminated to the shareholders of the Company. The Company and Parent shall each notify the Company other as promptly of as practicable after the time when the Form S-4 has become effective, of the issuance receipt by such party of any stop order written or suspension oral comments of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. The parties shall notify each other promptly of the receipt of any comments from the SEC or the its staff on, or of any written or oral request by the SEC or its staff for amendments or supplements to to, the Form S-4, the Proxy Statement/Prospectus or the Form S-4 or for additional information any Regulation M-A Filing, and shall promptly supply each the other with copies of (A) all correspondence between it or any of its Representatives, on the one hand, representatives and the SEC or its staff with respect to any of the SEC, on foregoing filings.
(g) Each of the Company and Parent shall make any other hand, necessary filings with respect to the Proxy Statement/ProspectusMerger under the Securities Act and the Exchange Act and the rules and regulations thereunder and shall use reasonable best efforts to ensure that such filings after the date of this Agreement and prior to the Closing Date (and, if amended or superseded by a filing prior to the Form S-4 Closing Date, then on the date of such filing) will not contain any untrue statement of a material fact or omit (or will have omitted) to state a material fact required to be stated therein or necessary in order to make the Merger and (B) all orders statements therein, in the light of the SEC relating circumstances under which they were made, not misleading; provided, that, neither party makes any such covenant with respect to information supplied by the Form S-4other party. In addition, Parent shall use reasonable best efforts to take all actions required under any applicable federal or state securities or “Blue Sky” Laws in connection with the issuance of shares of Parent Common Stock in the Merger.
Appears in 1 contract
Samples: Merger Agreement (Oclaro, Inc.)
Form S-4 and Proxy Statement/Prospectus. (a) As promptly as practicable after the execution and delivery of this Agreement, Parent and the Company and Parent shall jointly prepare prepare, and Parent shall file with the SEC SEC, a registration statement on Form S-4 in connection with the issuance of shares of Parent Common Stock in the Merger pursuant to the terms of this Agreement (as may be amended or supplemented from time to time, the “Form S-4”). The Form S-4 shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the matters to be considered at the Company Shareholders’ Meeting (as may be amended or supplemented from time to time, in which the “Proxy Statement/Prospectus will be included as a prospectusProspectus”). Each of Parent and the Company and Parent shall use its reasonable best efforts to (i) cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, (ii) to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff, (iii) have the Form S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filingfiling with the SEC. Without limiting the generality of the foregoing, (iv) each of the Company and Parent shall, and shall instruct their respective Representatives to, reasonably cooperate with the other party hereto and its respective Representatives in the preparation of the Form S-4 and the Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable Table of Contents in connection with the preparation of the Form S-4 and the Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Form S-4 is declared effective by the SEC, the Company shall cause the Proxy Statement/Prospectus to be mailed to its shareholders.
(b) Unless the Company’s shareholders Company Board shall have effected a Company Board Recommendation Change in accordance with the terms of Section 6.2, the Proxy Statement/Prospectus shall include the Company Board Recommendation.
(c) Except as promptly as practicable after such declaration of effectiveness and otherwise set forth in this Agreement, no amendment or supplement (vincluding by incorporation by reference) to keep the Form S-4 effective through or the Closing in order to permit Proxy Statement/Prospectus shall be made without the consummation approval of the Transactions. Each party shall furnish all information as may be reasonably requested by the other party in connection with any such action Parent and the preparationCompany (which approval shall not be unreasonably withheld, filing conditioned or delayed), except to the extent any disclosure contained therein relates to an Acquisition Proposal.
(d) Each of Parent and distribution of the Company shall cause the Form S-4 and the Proxy Statement/Prospectus, as applicable, to comply in all material respects as to form and substance with the requirements of the Securities Act and the Exchange Act. No filingWithout limiting the generality of the foregoing, amendment, supplement the information supplied or distribution of to be supplied by either party hereto for inclusion or incorporation by reference in the Form S-4 shall not, at the time the Form S-4 is filed with the SEC or declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, neither party makes any such covenant with respect to information supplied by the other party. The information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Proxy Statement/Prospectus will shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be made without provision stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, neither party makes any such covenant with respect to information supplied by the other party. In addition, the information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, at the time any such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, neither party makes any such covenant with respect to information supplied by the other party.
(e) The Company shall use commercially reasonable efforts to cause Xxxxx Day (“Xxxxx Day”) to deliver to the Company, and Parent shall use commercially reasonable efforts to cause Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”) to deliver to Parent and any opinions relating to the Tax treatment of the Merger that are required in connection with the Form S-4. In connection with such opinions, upon the request of Xxxxx Day and/or WSGR, officers of each of the Company and Parent shall use commercially reasonable efforts to deliver to Xxxxx Day and WSGR, as applicable, certificates, dated as of a reasonable opportunity to review and comment thereon. If at any time the necessary date for the Form S-4, signed by such officer of the Company or Parent, as applicable, containing customary representations in connection with such opinions.
(f) Without limiting the generality of the foregoing, prior to the Effective Time any information relating to (i) the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent circumstance which should be set forth described in an amendment of, or supplement to to, the Form S-4 S-4, Proxy Statement/Prospectus or any Regulation M-A Filing so that any such document would not include any misstatement of material fact or omit to state any material fact required to be included therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall and as promptly notify the other parties hereto and as practicable thereafter, an appropriate amendment or supplement describing such information shall be filed promptly prepared by with the party to which such amended or supplemented disclosure relates SEC and, to the extent required by applicable LawTable of Contents Applicable Law or the SEC, filed with the SEC and disseminated to the shareholders of the Company. The Company and Parent shall each notify the Company other as promptly of as practicable after the time when the Form S-4 has become effective, of the issuance receipt by such party of any stop order written or suspension oral comments of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. The parties shall notify each other promptly of the receipt of any comments from the SEC or the its staff on, or of any written or oral request by the SEC or its staff for amendments or supplements to to, the Form S-4, the Proxy Statement/Prospectus or the Form S-4 or for additional information any Regulation M-A Filing, and shall promptly supply each the other with copies of (A) all correspondence between it or any of its Representatives, on the one hand, representatives and the SEC or its staff with respect to any of the SEC, on foregoing filings.
(g) Each of the Company and Parent shall make any other hand, necessary filings with respect to the Proxy Statement/ProspectusMerger under the Securities Act and the Exchange Act and the rules and regulations thereunder and shall use reasonable best efforts to ensure that such filings after the date of this Agreement and prior to the Closing Date (and, if amended or superseded by a filing prior to the Form S-4 Closing Date, then on the date of such filing) will not contain any untrue statement of a material fact or omit (or will have omitted) to state a material fact required to be stated therein or necessary in order to make the Merger and (B) all orders statements therein, in the light of the SEC relating circumstances under which they were made, not misleading; provided, that, neither party makes any such covenant with respect to information supplied by the Form S-4other party. In addition, Parent shall use reasonable best efforts to take all actions required under any applicable federal or state securities or “Blue Sky” Laws in connection with the issuance of shares of Parent Common Stock in the Merger.
Appears in 1 contract
Form S-4 and Proxy Statement/Prospectus. (a) As promptly as practicable after the execution and delivery of this Agreement, Parent and the Company and Parent shall jointly prepare prepare, and Parent shall file with the SEC SEC, a registration statement on Form S -4 in connection with the issuance of shares of Parent Common Stock in the Merger pursuant to the terms of this Agreement (as may be amended or supplemented from time to time, the “Form S-4S -4”). The Form S-4 shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the matters to be considered at the Company Shareholders’ Meeting (as may be amended or supplemented from time to time, in which the “Proxy Statement/Prospectus will be included as a prospectusProspectus”). Each of Parent and the Company and Parent shall use its reasonable best efforts to (i) cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, (ii) to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff, (iii) have the Form S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filingfiling with the SEC. Without limiting the generality of the foregoing, (iv) each of the Company and Parent shall, and shall cause its respective representatives to, fully cooperate with the other party hereto and its respective Representatives in the preparation of the Form S-4 and the Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Form S-4 and the Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Form S-4 is declared effective by the SEC, the Company shall cause the Proxy Statement/Prospectus to be mailed to its shareholders.
(b) Unless the Company’s shareholders Company Board shall have effected a Company Board Recommendation Change in accordance with the terms of Section 6.2, the Proxy Statement/Prospectus shall include the Company Board Recommendation.
(c) Except as promptly as practicable after such declaration of effectiveness and otherwise set forth in this Agreement, no amendment or supplement (vincluding by incorporation by reference) to keep the Form S-4 effective through or the Closing in order to permit Proxy Statement/Prospectus shall be made without the consummation approval of the Transactions. Each party shall furnish all information as may be reasonably requested by the other party in connection with any such action Parent and the preparationCompany, filing which approval shall not be unreasonably withheld, conditioned or delayed.
(d) Each of Parent and distribution of the Company shall cause the Form S-4 and the Proxy Statement/Prospectus, as applicable, to comply in all material respects as to form and substance with the requirements of the Securities Act and the Exchange Act. No filingWithout limiting the generality of the foregoing, amendmentthe information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Form S -4 shall not, supplement or distribution of at the time the Form S-4 is filed with the SEC or declared effective by the Proxy Statement/Prospectus will be made without provision to Parent and SEC or at the Company Effective Time, contain any untrue statement of a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S-4 so that such document would not include any misstatement of material fact or omit to state any material fact required to be included stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly prepared by the party to which such amended or supplemented disclosure relates and, to the extent required by applicable Law, filed with the SEC and disseminated to the shareholders of the Company. Parent shall notify the Company promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. The parties shall notify each other promptly of the receipt of any comments from the SEC information supplied or the staff of the SEC to be supplied by either party hereto for amendments inclusion or supplements to incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with copies of (A) all correspondence between it or any of its Representativesnot, on the one hand, and the SEC or staff of the SEC, on the other hand, with respect to date the Proxy Statement/ProspectusProspectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Company Shareholders’ Meeting, or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Form S-4 information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Merger and Securities Act or Rule 14a-12 under the Exchange Act (Beach, a “Regulation M -A Filing”) all orders shall not, at the time any such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the SEC relating to the Form S-4circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Merger Agreement (Micrel Inc)
Form S-4 and Proxy Statement/Prospectus. (a) As promptly as practicable after the execution and delivery of this Agreement, Parent and the Company and Parent shall jointly prepare prepare, and Parent shall file with the SEC SEC, a registration statement on Form S-4 in connection with the issuance of shares of Parent Common Stock in the Merger pursuant to the terms of this Agreement (as may be amended or supplemented from time to time, the “Form S-4”). The Form S-4 shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the matters to be considered at the Company Shareholders’ Meeting (as may be amended or supplemented from time to time, in which the “Proxy Statement/Prospectus will be included as a prospectusProspectus”). Each of Parent and the Company and Parent shall use its reasonable best efforts to (i) cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, (ii) to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff, (iii) have the Form S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filingfiling with the SEC. Without limiting the generality of the foregoing, (iv) each of the Company and Parent shall, and shall cause its respective representatives to, fully cooperate with the other party hereto and its respective Representatives in the preparation of the Form S-4 and the Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Form S-4 and the Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Form S-4 is declared effective by the SEC, the Company shall cause the Proxy Statement/Prospectus to be mailed to its shareholders.
(b) Unless the Company’s shareholders Company Board shall have effected a Company Board Recommendation Change in accordance with the terms of Section 6.2, the Proxy Statement/Prospectus shall include the Company Board Recommendation.
(c) Except as promptly as practicable after such declaration of effectiveness and otherwise set forth in this Agreement, no amendment or supplement (vincluding by incorporation by reference) to keep the Form S-4 effective through or the Closing in order to permit Proxy Statement/Prospectus shall be made without the consummation approval of the Transactions. Each party shall furnish all information as may be reasonably requested by the other party in connection with any such action Parent and the preparationCompany, filing which approval shall not be unreasonably withheld, conditioned or delayed.
(d) Each of Parent and distribution of the Company shall cause the Form S-4 and the Proxy Statement/Prospectus, as applicable, to comply in all material respects as to form and substance with the requirements of the Securities Act and the Exchange Act. No filingWithout limiting the generality of the foregoing, amendment, supplement the information supplied or distribution of to be supplied by either party hereto for inclusion or incorporation by reference in the Form S-4 shall not, at the time the Form S-4 is filed with the SEC or declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party hereto for inclusion or incorporation by reference in the Proxy Statement/Prospectus will be made without provision shall not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to Parent and shareholders, at the time of the Company Shareholders’ Meeting, or as of the Effective Time, contain any untrue statement of a reasonable opportunity material fact or omit to review state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the information supplied or to be supplied by or on behalf of either party hereto for inclusion in any filing pursuant to Rule 165 and comment thereon. If Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, at the time any time such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) Without limiting the generality of the foregoing, prior to the Effective Time any information relating to (i) the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent circumstance which should be set forth described in an amendment of, or supplement to to, the Form S-4 S-4, Proxy Statement/Prospectus or any Regulation M-A Filing so that any such document would not include any misstatement of material fact or omit to state any material fact required to be included therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall and as promptly notify the other parties hereto and as practicable thereafter, an appropriate amendment or supplement describing such information shall be promptly prepared by filed with the party to which such amended or supplemented disclosure relates SEC and, to the extent required by applicable LawLaw or the SEC, filed with the SEC and disseminated to the shareholders of the Company. The Company and Parent shall each notify the Company other as promptly of as practicable after the time when the Form S-4 has become effective, of the issuance receipt by such party of any stop order written or suspension oral comments of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. The parties shall notify each other promptly of the receipt of any comments from the SEC or the its staff on, or of any written or oral request by the SEC or its staff for amendments or supplements to to, the Form S-4, the Proxy Statement/Prospectus or the Form S-4 or for additional information any Regulation M-A Filing, and shall promptly supply each the other with copies of (A) all correspondence between it or any of its Representatives, on the one hand, representatives and the SEC or its staff with respect to any of the SEC, on foregoing filings.
(f) Each of the other hand, Company and Parent shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder and shall use commercially reasonable efforts to ensure that such filings after the date of this Agreement and prior to the Closing Date (and, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing) will not contain any untrue statement of a material fact or omit (or will have omitted) to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, Parent shall use reasonable best efforts to take all actions required under any applicable federal or state securities or “Blue Sky” Laws in connection with the issuance of shares of Parent Common Stock in the Merger.
(g) Each of the parties shall use reasonable best efforts to execute and deliver customary tax representation letters to the Company’s and Parent’s counsel, in form and substance reasonably acceptable to such counsel, in connection with the delivery of the tax opinions referred to in Section 7.2(g) and Section 7.3(e).
(h) Expenses incurred in connection with the preparation, printing and mailing of the Proxy Statement/Prospectus, Prospectus and the Form S-4 or the Merger and (B) all orders of any other filings with the SEC relating to and filing fees, if any, shall be shared equally by Parent and the Form S-4Company.
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