Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. (b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. (c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed). (d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 3 contracts
Samples: Merger Agreement (United Rentals North America Inc), Merger Agreement (H&E Equipment Services, Inc.), Merger Agreement (Neff Corp)
Information Statement. Fuse has provided prior to the date hereof all financial and other information relating to Fuse that TEEE has reasonably requested (aincluding the Fuse Financial Statements and the Pro Formas) Parent for preparation of an information statement on Schedule 14C relating to the approval and Company adoption of the 14C Amendments and the transactions contemplated hereby (as amended or supplemented, the “Information Statement”). As promptly as practicable following the date hereof, TEEE and Fuse shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement TEEE shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with use its commercially reasonable efforts to ensure that the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein contained therein, in light of the circumstances under which they were made, not misleading, other than with respect to statements made based on information supplied or to be supplied in writing by Fuse specifically for inclusion therein. Parent further agrees Fuse shall use its commercially reasonable efforts to ensure that if it becomes aware that any information furnished by it would cause any none of the statements information it has supplied and will supply in writing specifically for inclusion in the Information Statement to be false contains any untrue statement of a material fact or misleading with respect to any material fact, or to omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein contained therein, in light of the circumstances under which they were made, not false or misleading, . The Parties shall cooperate with each other in connection with the preparation of the foregoing documents and the SEC’s review of such documents. TEEE and Fuse shall promptly respond to promptly inform Company and to take appropriate steps to correct any SEC comments on the Information Statement. Company TEEE and Fuse shall use its their commercially reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement for mailing to the Information Statement will be made by Company without holders of Common Stock as promptly as practicable. TEEE and Fuse shall also take any and all actions required to satisfy the approval requirements of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC Securities Act and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLAct.
Appears in 3 contracts
Samples: Merger Agreement (Fuse Medical, Inc.), Merger Agreement (Golf Rounds Com Inc), Merger Agreement (Golf Rounds Com Inc)
Information Statement. (a) Parent and As promptly as reasonably practicable after the date hereof, but in no event more than seven Business Days after the date hereof, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC Commission the Preliminary Information Statement, relating to the Stockholder Approval, which shall include that stockholders of the Company have voted in favor of the adoption and approval of all shares of Common Stock exceeding the 19.99% Cap subject to Stockholder Approval, the transactions contemplated herein, the issuance of the Second Tranche Warrants and the underlying Second Tranche Warrant Shares. The Company shall use commercially reasonable efforts to cause the Definitive Information Statement to be filed with the Commission and mailed to the Company stockholders as promptly as reasonably practicable after receipt of a no later than ten (10) calendar days after review decision or any comments from the date staff of this Agreement the Commission on the Preliminary Information Statement. The Information Statement shall contain (i) No filing of, or amendment or supplement to, the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Preliminary Information Statement or any other statement, filing, notice or application the Definitive Information Statement will be made by or on behalf of Parentthe Company without providing the Holder’s outside counsel at least two Business Days to review and comment reasonably and in good faith thereon. If any information relating to the Company, Company or any of their respective Subsidiaries to any Governmental Entity in connection with its Affiliates, directors or officers, should be discovered by the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, Company that none of the information supplied or is required to be supplied by it set forth in an amendment or supplement to Company in writing specifically for inclusion or incorporation by reference in the Definitive Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common StockStatement, contain so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they are made, not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of , the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to promptly notify the Information Statement as promptly as reasonably practicable after receipt thereof Holder’s outside counsel and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the Information Statement will be made extent required by Company without applicable Law, disseminated to the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed)Company’s stockholders. The Company shall promptly provide notice to Parent notify the Holder’s outside counsel of the receipt of any correspondence or communications with or and all comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (Commission or the staff of the SEC) Commission and of any request by the Commission or the staff of the Commission for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement for additional information and shall supply the Holder’s outside counsel with copies of all written correspondence between the Company or any of its representatives, on the one hand, and the Commission or the staff of the Commission, on the other hand, with respect thereto, to the Preliminary Information Statement or the Definitive Information Statement. The Company shall provide Parent a use commercially reasonable opportunity efforts to review respond to any and all comments from the Commission or the staff of the Commission and to propose comments on such document any request by the Commission or response and shallthe staff of the Commission for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, in good faith, consider the reasonable comments of Parent. As as promptly as reasonably practicable after practicable. Any response to the Commission and any amendments or supplements to the Preliminary Information Statement has been cleared or the Definitive Information Statement shall be subject to the approval of Hxxxxx’s outside counsel, which approval shall not be unreasonably withheld or delayed. The issuance of the shares of Common Stock exceeding the 19.99% Cap contemplated by the SEC Stockholder Approval may not occur or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SECbecome effective, as the case may be, and mail a copy prior to the end of the 20 calendar days’ waiting period after the Definitive Information Statement is sent to Company’s stockholders all holders of Common Stock as of the record date in accordance with Sections 228 and 262 Rule 14c-2(b) of the DGCLExchange Act.
Appears in 2 contracts
Samples: Warrant Agreement (Global Infrastructure Investors III, LLC), Warrant Agreement (TotalEnergies SE)
Information Statement. (a) Parent and The Company shall cooperate and promptly prepare and Company shall promptly use its best efforts to file with the SEC no later than SEC, within ten (10) calendar business days after the date of this Agreement, an Information Statement (together with any amendment thereof or supplement thereto, the "Information Statement") prepared and filed with the SEC in accordance with the requirements of the 1934 Act and promptly take all action required by Delaware Law, the Nasdaq Stock Market, Inc. and its Certificate of Incorporation and By-Laws to consummate this Agreement and the transactions contemplated hereby. The Company shall give Buyer the opportunity to comment on the Information StatementStatement prior to its filing with the SEC and delivery to the Company's stockholders, as applicable. The As soon as practicable following clearance with the SEC, the Company shall mail the Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCLto its stockholders.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the The information supplied or to be supplied by it to the Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with (except to the SEC and extent such information was provided to the Company by Buyer) shall not, at the time it the Information Statement is mailed delivered to holders of Company Common Stockthe Company's stockholders, or at the Closing Date, 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 not misleading. Parent further agrees that if it becomes aware that any The information furnished supplied by it would cause any of the statements Buyer for inclusion in the Information Statement (as defined below) (except to be false or misleading with respect the extent such information was provided to any material factBuyer by the Company) shall not, at the time the Information Statement is delivered to the Company's stockholders, or to at the Closing Date, 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 not false or misleading, to promptly inform . All documents that the Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to is responsible for filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file in connection with the SEC the Information Statement transactions contemplated herein will comply as to form and substance in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed all material respects with the SEC, as the case may be, and mail a copy applicable requirements of the Information Statement to Company’s stockholders of record in accordance with Sections 228 1933 Act and 262 of the DGCLrules and regulations thereunder and the 1934 Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kings Road Entertainment Inc), Stock Purchase Agreement (Friedman Stephen Executor of the Will Of)
Information Statement. (a) Parent and Company As promptly as practicable after the execution of this Agreement, Stream, in cooperation with the Company, shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten an Information Statement relating to the Voting Proposals pursuant to Regulation 14C under the Exchange Act (10) calendar days after the date “Information Statement”), which such Information Statement will include all notices and information required by Section 228 of this Agreement the Delaware General Corporation Law. The Company shall provide all necessary information for inclusion in the Information Statement on a timely basis and shall cooperate in the preparation of the Information Statement. The Information Statement Stream shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries respond to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none comments of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its commercially reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC for mailing as promptly as reasonably practicable after such filing.
(c) No filings and Stream shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after the Information Statement is cleared for mailing by the SEC. Stream shall notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheldStatement, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (Stream or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SECCompany, as the case may be, shall promptly inform the other of such occurrence and mail a copy cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Stream, such amendment or supplement. The Company shall, as soon as practicable, furnish to Stream such information relative to the Company and its Affiliates, including consolidated financial statements, as is required to be included in the Information Statement pursuant to Company’s stockholders of record in accordance with Sections 228 the rules and 262 regulations of the DGCLSEC. In connection with the foregoing, Stream shall give the Company and its counsel the opportunity to review and comment on the Information Statement prior to it being filed with the SEC and shall give the Company and its counsel the opportunity to review and comment on all amendments or supplements to the Information Statement, and all responses to requests for additional information and replies to comments from the SEC prior to their being filed with, or sent to, the SEC.
Appears in 2 contracts
Samples: Share Exchange Agreement (Stream Global Services, Inc.), Share Exchange Agreement (Ares Corporate Opportunities Fund II, L.P.)
Information Statement. (a) Parent and Company shall cooperate and As promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days as practicable after the date of this Agreement Agreement, the Company shall send to the Company’s stockholders the Information Statement. The Information Statement shall contain (i) , describing the Merger and the transactions contemplated hereby, soliciting the Requisite Stockholder Approval, and providing notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure as required by Section 262 of the DGCL.
. The Company, through the Company Board, shall (bi) Parent recommend to its stockholders that they adopt this Agreement and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers the transactions contemplated hereby and stockholders and (ii) include such other matters as may be reasonably necessary or advisable recommendation in connection with the Information Statement and (iii) publicly reaffirm such recommendation within 5 days after a reasonable request to do so by Parent or Merger Sub. Without limiting the generality of the foregoing, the Company agrees that its obligations to distribute the Information Statement to its stockholders and to solicit for the Requisite Stockholder Approval shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other statementPerson of any Acquisition Proposal. The Company agrees that, filingprior to the termination of this Agreement, notice it shall not submit to the vote of its stockholders any Acquisition Proposal or application made by or on behalf of Parentpropose to do so. If, Company at any time prior to obtaining the Requisite Stockholder Approval, any information relating to the Merger, the Company, Parent or any of their respective Subsidiaries Affiliates, directors or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, so that such document would not contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent further agrees , the party that if it becomes aware that any discovers such information furnished by it would cause any of shall promptly notify the statements in other parties hereto and the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleadingCompany shall, to promptly inform Company and to take the extent required by applicable Law, disseminate an appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement describing such information to the Information Statement will be made by Company without the approval stockholders of the Parent (such approval not Company. Notwithstanding the foregoing, prior to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of ), the SEC (or the staff of the SEC) with respect thereto, Company shall provide give Parent and its counsel a reasonable opportunity to review and to propose comments comment on such document and shall give due consideration to all reasonable additions, deletions or response changes suggested thereto by Parent and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLcounsel.
Appears in 2 contracts
Samples: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.)
Information Statement. (a) Parent and As soon as practicable after the execution of this Agreement, the Company shall cooperate and promptly prepare and Company shall promptly file prepare, with the SEC no later than ten (10) calendar days after the date cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). The form of Information Statement delivered to Parent by the Company pursuant to the previous statement shall be true, correct and complete in all material respects. Each of the Company and Parent shall use its reasonable best efforts to cause the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of the Company and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel to cooperate with the other's counsel in the preparation of the Information Statement. The Information Statement shall contain (i) constitute a disclosure document for the notice of action by written consent required by Section 228(e) offer and issuance of the DGCL and (ii) shares of Parent Common Stock to be received by the notice of availability of appraisal rights and related disclosure required by Section 262 holders of the DGCL.
(b) Parent and Company shallCommon Stock and/or the Company Stock Options in the Merger and, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information either an Information/Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none a consent solicitation for solicitation of the information supplied or to be supplied Company Stockholder Approval of the Merger, whichever is requested by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it Parent. Whenever any event occurs that is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements set forth in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No an amendment or supplement to the Information Statement, the Company and Parent shall cooperate in delivering any such amendment or supplement to all the holders of the Company Common Stock and/or the Company Stock Options and/or filing any such amendment or supplement with the appropriate government officials. The Information Statement will be made by shall include the unqualified recommendation of the Board of Directors of the Company without in favor of the adoption of this Agreement and approval of the Parent Merger and the determination of the Board of Directors of the Company that the terms and conditions of the Merger and this Agreement are advisable and are fair to and in the best interests of the Company and its stockholders (such approval not to be unreasonably withheld, conditioned or delayedthe "COMPANY RECOMMENDATIONS"). Company shall promptly provide notice Anything to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with contrary contained herein notwithstanding, the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing include in the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) information with respect theretoto Parent or its affiliates, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy content of the Information Statement which information shall not have been approved by Parent prior to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLsuch inclusion.
Appears in 2 contracts
Samples: Merger Agreement (Outdoor Channel Holdings Inc), Merger Agreement (Outdoor Channel Holdings Inc)
Information Statement. (a) Parent and As promptly as reasonably practicable following the date of this Agreement, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after a written information statement containing the date of this Agreement information specified in Schedule 14C under the Information Statement. The Information Statement shall contain (i) Exchange Act and concerning the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shallWritten Consent, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementAgreement (the “Information Statement”). The Company shall provide Parent agreeswith a reasonable opportunity to review and comment on the Information Statement prior to filing. The Company shall use reasonable best efforts as promptly as reasonably practicable (and after consultation with the Parent) to respond to any comments made by the SEC with respect to the Information Statement. The Company shall provide Parent with a reasonable opportunity to review and comment on any responses to comments from the SEC on the Information Statement or any amendments or supplements to the Information Statement prior to the filing of such responses, amendments or supplements. The Company shall use reasonable best efforts to cause the Information Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable after (i) confirmation from the SEC that it has no further comments on the Information Statement or (ii) confirmation from the SEC that the Information Statement is otherwise not to itself be reviewed.
(b) Parent shall use reasonable best efforts to cooperate with the Company in the preparation of the Information Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall furnish to the Company the information relating to it and its Subsidiaries, that none of Affiliates required by the information supplied or Exchange Act and the rules and regulations promulgated thereunder to be supplied by it to Company in writing specifically for inclusion or incorporation by reference set forth in the Information Statement will when filed or that is customarily included in information statements prepared in connection with transactions of the SEC and type contemplated by this Agreement.
(c) If, at any time prior to the time it Effective Time, any information relating to Parent or the Company or any of their respective Affiliates is mailed discovered by Parent or the Company that should be set forth in an amendment or supplement to holders any of Company Common Stock, contain the Information Statement so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent further agrees that if it becomes aware that any , the party discovering this information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material factshall, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof practicable, notify the other parties to this Agreement and, to the extent required by Law, Parent and to have the Information Statement cleared by the staff of the SEC Company shall cause an appropriate amendment or supplement describing this information, as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not practicable, to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement filed with the SEC without notice from and, to the SEC of its intent extent required by Law, disseminated to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy stockholders of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Itc Deltacom Inc), Merger Agreement (Earthlink Inc)
Information Statement. (a) Parent and Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7, as soon as practicable after the consummation of the Offer, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days the Information Statement in preliminary form as required by the Exchange Act and the rules and regulations promulgated thereunder. The Company shall obtain and furnish the information required to be included in the Information Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall respond as promptly as practicable to any such comments made by the SEC or its staff with respect to the Information Statement, and shall cause the Information Statement in definitive form to be mailed to the Company’s stockholders as promptly as practicable after the date of this Agreement SEC or its staff advises the Company that it has no further comments on the Information Statement. The Information Statement Parent shall contain (i) cooperate with the notice Company in the preparation of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statementamendment or supplement thereto and shall be given reasonable opportunity to review and comment on the Information Statement or any amendment or supplement thereto prior to any filing thereof with the SEC or any mailing thereof to the Company’s stockholders. If at any time prior to the Closing, filingany information relating to the Offer, notice or application made by or on behalf of the Merger, the Company, Parent, Company Purchaser or any of their respective Subsidiaries Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agreesInformation Statement, as to itself and its Subsidiaries, so that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. Parent further agrees that if it becomes aware that any , the party which discovers such information furnished by it would cause any of shall promptly notify the statements in the Information Statement to other party, and an appropriate amendment or supplement describing such information shall be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement filed as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from and, to the SEC of its intent extent required by Law, disseminated to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy stockholders of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Superior Essex Inc), Agreement and Plan of Merger (LS Cable Ltd.)
Information Statement. (ai) Parent and As promptly as reasonably practicable (but no later than 30 days) after the No-Shop Period Start Date, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after a written information statement of the date type contemplated by Rule 14c-2 of this Agreement the Information Statement. The Information Statement shall contain Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Written Consent and the Merger, (ii) the notice of action by written consent required by Section 228(e) of the DGCL and (iiiii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
DGCL (b) as amended or supplemented from time to time, the “Information Statement”). Parent and shall provide the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers Parent and stockholders and such other matters Merger Sub as may be reasonably necessary or advisable requested by the Company in connection with the preparation, filing and distribution of the Information Statement and shall otherwise assist and cooperate with the Company in the preparation of the Information Statement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information with respect to it or provided by it for use in the Information Statement if and to the extent, in the absence of such a correction, the Information Statement would contain a misstatement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall disseminate such correction to the stockholders of the Company in an amendment or supplement. The Company shall notify Parent promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Information Statement and shall promptly supply Parent with copies of all such comments, requests and any other written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other statementhand, filingwith respect to the Information Statement. The Company shall use its reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Information Statement and to resolve such comments with the SEC and cause the Information Statement to be filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act, notice and shall use its reasonable efforts to cause the Information Statement to be disseminated to its stockholders as promptly as reasonably practicable after the first to occur of (i) confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or application (iii) expiration of the 10-day period after filing in the event the SEC does not review the Information Statement. Prior to the filing of the Information Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and to comment on such document or response and the Company shall consider in good faith all comments reasonably proposed by Parent.
(ii) The Company agrees that the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and that, at the time it is filed with the SEC, at the time it is first mailed to the holders of shares of Company Common Stock or at the time of any amendment or supplement thereof, the Information Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements included or incorporated by reference in the Information Statement based on information supplied by or on behalf of Parent, Company Parent or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated Sub for inclusion or incorporation by this Agreementreference therein. Parent agrees, as to itself and its Subsidiaries, agrees that none of the information supplied or to be supplied by it to Company in writing specifically or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and will, at the time it is filed with the SEC or at the time it is first mailed to the holders of shares of Company Common Stock, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. Parent further agrees that if it becomes aware that any information furnished by it would .
(iii) The Company shall use reasonable best efforts to cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(ci) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement filed with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated 14c-2 under the Exchange Act substantially and (ii) mailed to the stockholders of the Company, in the form previously cleared or filed with the SEC, each case as the case may bepromptly as practicable after, and mail a copy in any event within three (3) days after, the latest of (A) confirmation from the SEC that it has no further comments on the Information Statement, (B) confirmation from the SEC that the Information Statement is otherwise not to Company’s stockholders of record in accordance with Sections 228 and 262 be reviewed or (C) expiration of the DGCLten (10) day period after filing in the event the SEC does not review the Information Statement.
Appears in 2 contracts
Samples: Merger Agreement (Datto Holding Corp.), Merger Agreement (Datto Holding Corp.)
Information Statement. (a) Parent and As promptly as possible, but in any event no later than September 14, 2022, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten Commission a preliminary information statement in accordance with Regulation 14C promulgated under of the Exchange Act relating to the Shareholder Consent and the Amendment. Prior to filing with the Commission, the Company shall provide Buyer and its counsel a reasonable opportunity to review and comment on the preliminary Information Statement and shall consider in good faith for inclusion in the preliminary Information Statement any comments made by Buyer or its counsel. The Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the Commission with respect to the preliminary Information Statement and to cause the Information Statement in definitive form to be mailed to the holders of the Company’s voting securities entitled to receive the same as promptly as reasonably practicable after (10i) the tenth (10th) calendar days day after the initial filing of the preliminary Information Statement with the Commission if by such date the Commission has not informed the Company that it intends to review the Information Statement or (ii) if the Commission has, by the tenth (10th) calendar day after the filing of the initial preliminary Information Statement with the Commission, informed the Company that it intends to review the Information Statement, within one (1) Business Day after the date of this Agreement on which the Commission confirms that it has no further comments on the Information Statement. The Company shall notify the Buyer promptly of (and in any event no more than one (1) Business Day after) the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and if required, the Company shall contain (i) mail to the notice of action by written consent required by Section 228(e) holders of the DGCL Company’s voting securities entitled thereto, as promptly as reasonably practicable, such amendment or supplement. Prior to filing with the Commission, the Company shall provide the Buyer and (ii) the notice of availability of appraisal rights its counsel a reasonable opportunity to review and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and comment on any such other matters as may be reasonably necessary amendments or advisable in connection with supplements to the Information Statement and shall accept for inclusion in any amendments or supplements any other statement, filing, notice or application reasonable comments made by the Buyer or on behalf of Parentits counsel that are provided in a timely manner. If at any time prior to the Specified Date any event shall occur, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiariesfact or information shall be discovered, that none of the information supplied should be set forth in an amendment or supplement to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of , the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use prepare and file with the Commission such amendment or supplement, in consultation with and subject to review by the Buyer and its reasonable best efforts to resolve all SEC comments with respect to the Information Statement counsel as promptly as reasonably practicable after receipt thereof and and, to have the Information Statement cleared extent required by the staff of the SEC as promptly as reasonably practicable after law, cause such filing.
(c) No amendment or supplement to be disseminated to the Information Statement will be made by Company without the approval holders of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLvoting securities entitled thereto.
Appears in 2 contracts
Samples: Securities Purchase Agreement (EVO Transportation & Energy Services, Inc.), Securities Purchase Agreement (Antara Capital LP)
Information Statement. (a) Parent As promptly as practicable after the execution of this Agreement, Seller shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Company Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall cooperate and as promptly as practicable prepare and Company shall promptly file with the SEC no later than ten an information statement to be delivered to the stockholders of Seller in connection with the Sale (10) calendar days after the date “Information Statement”). Each Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of this Agreement the Information Statement. The Information Statement Seller shall contain (i) the notice of action by written consent required by Section 228(e) promptly respond to any comments of the DGCL SEC, and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its best reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
. Seller shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement, Seller and each Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (cthe “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Seller and each Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) No to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment Other Filing, Seller or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SECBuyer, as the case may be, shall promptly inform the other of such occurrence and mail a copy of cooperate in filing with the Information Statement SEC or its staff or any other government officials, and/or mailing to Company’s the stockholders of record in accordance with Sections 228 Seller and 262 of the DGCLany Buyer, such amendment or supplement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Resonate Blends, Inc.), Stock Purchase Agreement (Resonate Blends, Inc.)
Information Statement. Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7, as soon as practicable after the consummation of the Offer (a) or, if requested by Parent, prior thereto), the Company shall, subject to the prior review and approval of Parent and Company Purchaser (which approval shall cooperate and promptly not be unreasonably withheld) prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement Information Statement in preliminary form as required by the Exchange Act and the rules and regulations promulgated thereunder. The Company shall obtain and furnish the information required to be included in the Information Statement. The Information Statement , shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) provide Parent and Company Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, upon requestsubject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), furnish each other respond promptly to any such comments made by the SEC or its staff with all information concerning themselvesrespect to the Information Statement, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with shall cause the Information Statement or in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any other statementtime prior to the Closing, filingany information relating to the Offer, notice or application made by or on behalf of the Merger, the Company, Parent, Company Purchaser or any of their respective Subsidiaries Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agreesInformation Statement, as to itself and its Subsidiaries, so that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. Parent further agrees that if it becomes aware that any , the party which discovers such information furnished by it would cause any of shall promptly notify the statements in the Information Statement to be false or misleading with respect to any material factother party, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take an appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will describing such information shall be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications filed with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence disseminated to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments stockholders of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Sirtris Pharmaceuticals, Inc.), Merger Agreement (Glaxosmithkline PLC)
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days As soon as practicable after the date hereof, the Company shall prepare, file and mail, at the Company’s expense, an Information Statement for purposes of this Agreement notifying the Company’s stockholders of the change of control of the Company that will result from the change in the composition of the Board as contemplated by Section 2.2 hereto. Red Mountain shall provide all information reasonably requested by the Company that is within its control and is necessary for inclusion in the Information Statement. The Company shall provide Red Mountain a reasonable opportunity to review and comment upon the Information Statement shall contain (i) prior to its filing and mailing to the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCLCompany’s stockholders.
(b) Parent and The Company shall, upon request, furnish each other with all agrees that the information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with supplied by it for the Information Statement or any other statementshall not, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with at the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in time the Information Statement will when is filed with the SEC and or mailed to the stockholders of the Company, or at the time it is mailed to holders Change of Company Common StockControl Date, 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 therein, not misleading. Parent further If, at any time prior to the Change of Control Date, any event, circumstance or change relating to the Company occurs that should be set forth in or described in an amendment to the Information Statement, the Company shall promptly inform Red Mountain and the Company shall promptly file and distribute such amendment to the Information Statement.
(c) Red Mountain agrees that if it becomes aware that any that, to the best of its knowledge, the information furnished supplied by it would cause any of the statements in for the Information Statement to be false or misleading (including the information with respect to any material factits designees to be appointed to the Board pursuant to Section 2.2 hereto) shall not, at the time the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or to at the Change of Control Date, 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 therein, not false misleading. If, at any time prior to the Change of Control Date, any event, circumstance or misleading, change relating to promptly inform Company and the information supplied by Red Mountain occurs that should be set forth in or described in an amendment to take appropriate steps to correct the Information Statement. , Red Mountain shall promptly inform the Company and the Company shall use its reasonable best efforts to resolve all SEC comments with respect promptly file and distribute such amendment to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed)Statement.
(d) Prior to filing or mailing the The Information Statement (or any amendment or supplement thereto) or responding to any comments of and all other documents that the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of is responsible for filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file in connection with the SEC the Information Statement transactions contemplated herein will comply as to form and substance in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed all material respects with the SEC, as the case may be, and mail a copy applicable requirements of the Information Statement to Company’s stockholders of record in accordance with Sections 228 1934 Act and 262 of the DGCLrules and regulations thereunder.
Appears in 2 contracts
Samples: Shareholder Agreement (Red Mountain Resources, Inc.), Shareholder Agreement (Cross Border Resources, Inc.)
Information Statement. (a) Parent and Company Each Party shall cooperate with the Other Party in the preparation of the preliminary and promptly the definitive Information Statement, including all amendments or supplements thereto. Parent shall prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the preliminary Information Statement as promptly as reasonably practicable following the date of this Agreement Agreement. No filing of, or amendment or supplement to, the Information Statement will be made by Parent without first providing the Company a reasonable opportunity to review and comment thereon, and Parent shall consider in good faith all reasonable additions, deletions and changes suggested by the Company in connection therewith. Parent shall notify the Company of the receipt of any comments from the SEC with respect to the preliminary Information Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the Company, as promptly as reasonably practicable, copies of all written correspondence between Parent or any of its Representatives and the SEC with respect to the Information Statement. The Information Statement shall contain (i) If any comments are received from the notice of action by written consent required by Section 228(e) staff of the DGCL and (ii) SEC with respect to the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) preliminary Information Statement, Parent and shall respond as promptly as reasonably practicable to such comments. The Company shall, upon requestas promptly as reasonably practicable, furnish each other provide Parent with all such information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be required to be included in the Information Statement or as may be reasonably necessary or advisable in connection required to respond to any comment of the SEC. As promptly as reasonably practicable after all comments received from the staff of the SEC have been cleared by the SEC, Parent shall file the definitive Information Statement with the SEC and cause such definitive Information Statement to be mailed to its stockholders of record. If at any time prior to the LLC Merger Effective Time, any information relating to the Company or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agreesInformation Statement, as to itself and its Subsidiaries, so that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent further agrees , the Party that if it becomes aware that any discovers such information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to notify the Other Party, and Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the Information Statement in definitive form as contemplated extent required by Rule 14c–2 promulgated under applicable Legal Requirements, disseminate such amendment or supplement to the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLParent.
Appears in 1 contract
Information Statement. No later than the date that is ten (a10) Parent and business days after the Closing Date, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten a preliminary information statement on Schedule 14C (10the “Information Statement”), prepared by the Company as contemplated by Rule 14c2 promulgated under the Exchange Act, relating to the conversion of the Preferred Stock and the issuance of Class A Common Stock upon such conversion. Prior to filing with the SEC, the Company shall provide each of the Purchasers and their respective counsel a reasonable opportunity to review and comment on the Information Statement (including any amendments or supplements thereto) and shall consider in good faith for inclusion in the Information Statement (including any amendments or supplements thereto) any comments made by a Purchaser or its counsel that are provided in a timely manner. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Information Statement and to cause the Information Statement in definitive form to be filed with the SEC and mailed to the holders of shares of the Common Stock entitled thereto as promptly as practicable (and in any event within two (2) business days) after (1) the tenth calendar day after the initial filing of the preliminary Information Statement with the SEC if by such date the SEC has not informed the Company that it intends to review the Information Statement or (2) if the SEC has, by the tenth calendar day after the filing of the initial preliminary Information Statement with the SEC, informed the Company that it intends to review the Information Statement, two (2) business days after the date of this Agreement on which the SEC confirms that it has no further comments on the Information Statement. The Company shall notify each Purchaser promptly of (and in any event no more than one business day after) the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendments or supplements to the preliminary Information Statement or the definitive Information Statement, and the Company and the Purchasers shall contain (i) file with the notice SEC or its staff, and if required, the Company shall mail to the holders of action by written consent required by Section 228(e) shares of the DGCL and Common Stock entitled thereto, as promptly as reasonably practicable, such amendment or supplement. If at any time prior to the twentieth (ii20th) day after the notice of availability of appraisal rights and related disclosure required by Section 262 mailing to stockholders of the DGCL.
(b) Parent and Company shallany event shall occur, upon requestor fact or information shall be discovered, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may that should be reasonably necessary set forth in an amendment or advisable in connection with supplement to the Information Statement or so that such document would not include any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading. Parent further agrees , the party that if it becomes aware that any discovers such information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof notify the other parties hereto and the Company shall prepare and file with the SEC such amendment or supplement, in consultation with and subject to have the Information Statement cleared reasonable review by the staff each of the SEC Purchasers, as promptly as reasonably practicable after and, to the extent required by Law, cause such filing.
(c) No amendment or supplement to be disseminated to the Information Statement will be made by Company without the approval holders of shares of the Parent (such approval not to be unreasonably withheld, conditioned or delayed)Common Stock entitled thereto. The Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of cause the preliminary Information Statement with and the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders comply as to form in all material respects with the applicable requirements of record in accordance federal securities laws and with Sections 228 the published rules and 262 regulations of the DGCLSEC with respect thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Earthstone Energy Inc)
Information Statement. (a) Parent As promptly as practicable after the execution of this Agreement, Seller shall take all action necessary in accordance with Nevada Law, its Articles of Incorporation and Company Bylaws and the Exchange Act to solicit a majority of the stockholders of Seller to act by written consent to approve this Agreement and the Sale. Thereafter, Seller shall cooperate and as promptly as practicable prepare and Company shall promptly file with the SEC no later than ten an information statement to be delivered to the stockholders of Seller in connection with the Sale (10) calendar days after the date “Information Statement”). Buyer shall promptly provide to Seller all information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Seller’s counsel and auditors in the preparation of this Agreement the Information Statement. The Information Statement Seller shall contain (i) the notice of action by written consent required by Section 228(e) respond to any comments of the DGCL SEC, and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its commercially reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
. Seller shall cause the Information Statement to be mailed to its stockholders at the earliest practicable time after it is cleared by the SEC. As promptly as practicable after the date of this Agreement, each of Seller and Buyer shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state “blue sky” or related laws relating to the Sale and the transactions contemplated by this Agreement (cthe “Other Filings”). Seller shall promptly supply upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Information Statement or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Information Statement, the Sale or any Other Filing. Each of Seller and Buyer shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.1(a) No to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment Other Filing, Seller or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SECBuyer, as the case may be, shall promptly inform the other of such occurrence and mail a copy of cooperate in filing with the Information Statement SEC or its staff or any other government officials, and/or mailing to Company’s the stockholders of record in accordance with Sections 228 Seller and 262 of the DGCLBuyer, such amendment or supplement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Qpagos)
Information Statement. (a) Parent and Company shall cooperate and As promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after as reasonably practicable following the date of this Agreement, Parent shall (i) seek the written consent of Mxxxxxx X. Xxxx and certain of his Affiliates or related parties, in their capacity as stockholders of the Parent, to the approval of this Agreement and the Contemplated Transactions and (ii) with the assistance of Buyer, prepare and mail an information statement to be sent to the stockholders of Parent in connection with obtaining stockholder approval of the Contemplated Transactions (as amended or supplement, the “Information Statement”). Buyer and Parent will cooperate with each other in the preparation of the Information Statement. The Information Statement shall contain Without limiting the generality of the foregoing, (i) Parent will provide Buyer with a reasonable opportunity to review and comment on the notice of action by written consent required by Section 228(e) of the DGCL Information Statement and (ii) the notice of availability of appraisal rights Buyer will furnish to Parent true and related disclosure correct information relating to it and its arrangements with Parent management required by Section 262 of applicable securities laws to be set forth in the DGCLInformation Statement.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, agrees that none of the information supplied or to be supplied by it to Company in writing specifically Parent for inclusion or incorporation incorporated by reference in the Information Statement will when filed with the SEC and statement will, at the time date it is first mailed to holders the stockholders of Company Common StockParent, 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 statement therein, in the light of the circumstances under which they are made, not misleading. .
(c) Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts efforts, after consultation with Buyer, to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof thereof. Each of Buyer and Parent agree to have correct any information provided by it for use in the Information Statement cleared by the staff of the SEC which shall have become false or misleading. Parent shall as promptly soon as reasonably practicable after such filing.
(c) No amendment notify Buyer of the receipt of any comments from or supplement other correspondence with the SEC staff with respect to the Information Statement will be made and any request by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of for any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence amendment to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement or for additional information (and promptly deliver a copy of such comments, correspondence or any amendment or supplement thereto) or responding request to any comments of Buyer). Parent shall use its reasonable best efforts to cause the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity Information Statement to review and be mailed to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As ’s stockholders as promptly as reasonably practicable after the Information Statement has been is cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days As soon as practicable after the date of this Agreement Agreement, ABI and the Company shall use reasonable best efforts to prepare, and the Company shall furnish to its stockholders, an information statement (the "Information Statement. The Information Statement shall contain (i") soliciting a vote, whether at a meeting of stockholders of the notice of action Company or by written consent required by Section 228(e) of consent, to ratify, approve and adopt the DGCL Merger Agreement and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself The Information Statement shall include a Notice of Merger and its Subsidiaries, that none Appraisal Rights (the "Appraisal Rights Notice") for the stockholders of the information supplied or to be supplied by it to Company Company, which Appraisal Rights Notice shall comply in writing specifically for inclusion or incorporation by reference in all respects with the requirements of the DGCL. In addition, the Information Statement will when filed with shall constitute a disclosure document for the SEC offer and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any issuance of the statements shares of ABI Preferred Stock that may be received by the Stockholders in the Merger. ABI and the Company shall each use reasonable best efforts to cause the Information Statement to be false or misleading comply with respect applicable federal and state securities laws requirements. Each of ABI and the Company hereby (i) consents to any material factthe use of its name and, or on behalf of its Subsidiaries and Affiliates, the names of such Subsidiaries and Affiliates and to omit the inclusion of financial statements and business information relating to state any material fact necessary to make the statements therein not false or misleadingsuch party and its Subsidiaries and Affiliates (in each case, to promptly inform Company and to take appropriate steps to correct the extent required by applicable securities laws) in the Information Statement, or in any amendments or supplements thereto, (ii) agrees to provide promptly to the other party such information concerning it and its respective Affiliates, directors, officers and security holders as, in the reasonable judgment of the other party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and (iii) agrees to cause its counsel and auditors to cooperate with the other party's counsel and auditors in the preparation of the Information Statement and any amendments or supplements thereto. If any event relating to the Company or ABI occurs, or if the Company or ABI becomes aware of any information, in either case that should be disclosed in an amendment or supplement to the Information Statement, then ABI and the Company shall promptly prepare such amendment or supplement and the Company shall promptly distribute the same to its stockholders. Subject to Section 8.5 hereof, the Information Statement shall contain the recommendation of the Board of Directors of Company that the stockholders of the Company approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, and the conclusion of the Board of Directors of the Company that the terms and conditions of this Agreement and the Merger are fair and reasonable and in the best interests of Company and its stockholders. The Company shall assist ABI in obtaining such information as ABI reasonably requires to allow ABI to determine the number and nature of the stockholders of the Company in their capacity as purchasers (as such term is used under Rule 506 of Regulation D promulgated under the Securities Act ("Regulation D")). In connection with the distribution of the Information Statement to the stockholders of the Company, the Company shall use reasonable best efforts to cause each of its stockholders to complete and return an accredited investor questionnaire. To the extent that ABI reasonably determines that a stockholder of the Company is not an "accredited investor" (as defined in Rule 501(a) of Regulation D) and does not meet the financial knowledge and experience requirements of Rule 506 of Regulation D, the Company agrees that it shall use its reasonable best efforts to resolve all SEC comments with respect cause such stockholder to use a "purchaser representative" (as defined in Rule 501(h) of Regulation D) to assist such stockholder in evaluating the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared investment decisions represented by this Agreement, the staff of Series C Investment Documents, the SEC as promptly as reasonably practicable after such filingMerger and the transactions contemplated hereby and thereby.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Activbiotics Inc)
Information Statement. (a) Parent and The Company shall cooperate and promptly prepare and Company shall promptly file with the SEC promptly, but in no event later than ten (10) calendar days Business Days after the date hereof:
(i) Deliver notice to the Company Stockholders of the approval by the Principal Stockholders of the Merger, this Agreement and the Transactions, pursuant to and in accordance with Applicable Laws and the Company’s Charter Documents; and
(ii) Provide to each Company Stockholder an information statement (as amended or supplemented, the “Information Statement”), for Company Stockholders to adopt this Agreement and approve the Merger and the Transactions by the Stockholder Written Consent. The Information Statement shall contain include information regarding (iA) the Company, (B) the terms of the Merger and this Agreement, (C) the unanimous recommendation of the Company Board in favor of the Merger, this Agreement and the Transactions, for approval and adoption by written consent pursuant to the Stockholder Written Consent, (D) the notice of action by written consent appraisal rights required pursuant to the NRS to Company Stockholders who may elect appraisal rights under such laws, (E) the notice required by Section 228(e) 92A.410 of the DGCL NRS, and (iiF) the notice form of availability Joinder Agreement and Stockholder Written Consent to be executed by the Company Stockholders who have not yet executed the Joinder Agreements and the Stockholder Written Consents pursuant to Section 5.1. The Company shall promptly advise Parent in writing if at any time prior to the Effective Time, the Company obtains knowledge of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably any facts that might make it necessary or advisable in connection with appropriate to amend or supplement the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary order to make the statements contained therein not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in Prior to distributing the Information Statement to be false or misleading with respect to any material factthe Company Stockholders, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders Parent for its review and comment, and the Company shall consider in good faith any such comments.
(b) The Company shall use commercially reasonable efforts to cause the Company Stockholders holding in the aggregate of record in accordance with Sections 228 and 262 no more than five percent (5%) of the DGCLoutstanding shares of Company Common Stock to continue to have a right to exercise appraisal, dissenters’ or similar rights under Applicable Laws with respect to their Company Common Stock by virtue of the Merger.
Appears in 1 contract
Information Statement. (a) As promptly as practicable after receipt of the duly executed and delivered Company Stockholder Consent, the Company shall file the Information Statement with the SEC under the Exchange Act, and shall use its reasonable best efforts to have the Information Statement cleared by the SEC promptly. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment upon the Information Statement prior to the filing with the SEC. In addition, the Company shall cooperate provide Parent and its counsel a written copy of any comments the Company or its counsel may receive from the SEC or its staff with respect to the Information Statement promptly after receipt of such comments and with copies of any written responses to such comments and telephonic notification of any verbal responses to such comments by the Company or its counsel. The Company agrees to consult with Parent and Purchaser prior to responding to SEC comments with respect to the Information Statement. Each of Parent, Purchaser and the Company agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading and the Company shall promptly prepare and mail to its stockholders an amendment or supplement setting forth such correction. The Company shall promptly file with as soon as reasonably practicable (i) notify Parent of the receipt of any comments from the SEC no later than ten with respect to the Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and (10ii) calendar days after provide Parent with copies of all written correspondence between the date of this Agreement Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Information Statement. The Company shall use reasonable best efforts to ensure that the Information Statement shall contain (i) will not on the notice of action by written consent required by Section 228(e) date it is first mailed to stockholders of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any therein, in light of the statements circumstances under which they are made, not misleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act.
(b) Each of the Company and Parent shall use their reasonable best efforts to cause the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(ci) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement filed with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated 14c-2 under the Exchange Act substantially and (ii) mailed to the stockholders of the Company, in the form previously cleared or filed with the SEC, each case as the case may bepromptly as practicable after, and mail a copy in any event within two (2) Business Days after, the latest of (A) confirmation from the SEC that it has no further comments on the Information Statement, (iii) confirmation from the SEC that the Information Statement is otherwise not to Company’s stockholders of record in accordance with Sections 228 and 262 be reviewed or (iv) expiration of the DGCL10-day period after filing in the event the SEC does not review the Information Statement.
Appears in 1 contract
Samples: Merger Agreement (Trans World Corp)
Information Statement. (a) As promptly as practicable following the due execution and delivery of the Merger Consent, the Company shall prepare, and Parent and Company Merger Sub shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after Company in preparation of, an information statement of the date of type contemplated by Rule 14c—2 under the Exchange Act relating to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”). The Information Statement shall also contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. Without limiting the generality of the foregoing, each of Parent and Merger Sub will promptly furnish to the Company the information relating to it that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement, that is customarily included in information statements prepared in connection with transactions of the type contemplated by this Agreement or that is reasonably requested by the Company. The Company agrees that at the date of mailing to stockholders of the Company, the Information Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder.
(b) Each of Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, Sub agree that none of the information supplied or to be supplied by it to Company in writing specifically or any of its respective Subsidiaries for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall reasonably promptly notify Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in receipt of all comments of the SEC with respect to the Information Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to be false or misleading Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. The Company shall use its reasonable best efforts (with the assistance of Parent) to resolve all promptly provide responses to the SEC comments with respect to all comments received on the Information Statement as from the SEC and the Company shall cause the definitive Information Statement to be mailed promptly as reasonably practicable after receipt thereof and to have the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filingStatement.
(c) No amendment or supplement Subject to applicable Law, notwithstanding anything to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheldcontrary stated above, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior prior to filing or mailing the Information Statement or filing any other required filings (or or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, to the fullest extent reasonably practicable the Company shall provide Parent a reasonable with an opportunity to review and to propose comments comment on such document or response and shall, shall in good faith, faith consider the reasonable for inclusion in such document or response comments of reasonably proposed by Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penn National Gaming Inc)
Information Statement. (a) Parent As soon as practicable, and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC in any case, no later than ten 10 Business Days following delivery by the Company to Buyer of an unaudited consolidated balance sheet, changes in stockholders equity and statements of income and cash flow of the Company and its Subsidiaries as of and for the six-month period ended June 30, 2016 (10the “June 2016 Interim Financial Statements”), Buyer shall prepare and file a preliminary copy of the Information Statement with the SEC. The Company shall furnish all information concerning the Company and its Affiliates to Buyer as may be required, and provide such other assistance, as may be reasonably requested, in connection with the preparation and filing of the Information Statement, including providing to Buyer no later than 60 days following the last day of such quarter (and using its reasonable best efforts to provide to Buyer no later than 45 days following the last day of such quarter) calendar days after the date June 2016 Interim Financial Statements. Buyer shall promptly notify the Company upon the receipt of this Agreement any comments from the SEC or any request from the SEC for amendments or supplements to the Information Statement, and Buyer shall promptly provide the Company with copies of all correspondence between it (or its representatives), on one hand, and the SEC, on the other hand. Buyer shall respond as promptly as practicable to any comments from the SEC with respect to the Information Statement. The Notwithstanding the foregoing, prior to filing the Information Statement shall contain or mailing the Information Statement or responding to any comments of the SEC with respect thereto, Buyer (i) shall provide the notice Company with a reasonable opportunity to review and comment on such document or response (including the proposed final version of action by written consent required by Section 228(esuch document or response) of the DGCL and (ii) shall consider in good faith all comments reasonably proposed by the notice of availability of appraisal rights and related disclosure required by Section 262 of Company. If at any time prior to the DGCL.
(b) Parent and Company shallEffective Time any information relating to Buyer or the Company, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries Affiliates, officers or directors, should be identified by Buyer or the Company that should be set forth in an amendment or supplement to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agreesInformation Statement, as to itself and its Subsidiaries, so that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party 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 Buyer. Parent further agrees that if it becomes aware that any information furnished by it would Buyer shall cause any of the statements in the Information Statement to be false mailed to holders of shares of capital stock of Buyer as promptly as practicable after the date on which the SEC confirms it has no more comments on the Information Statement. Buyer makes no representation or misleading warranty with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to included in the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared supplied by the staff or on behalf of the SEC as promptly as reasonably practicable after such filingCompany specifically for inclusion therein.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beasley Broadcast Group Inc)
Information Statement. (ai) Parent and Company shall cooperate and As promptly prepare and Company shall promptly file with the SEC as reasonably practicable (but no later than ten (1030 days) calendar days after the date of this Agreement Agreement, the Information Statement. The Information Statement Company shall contain prepare and file with the SEC a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Written Consent and the Merger, (ii) the notice of action by written consent required by Section 228(e) of the DGCL and (iiiii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
DGCL (bas amended or supplemented from time to time, the “Information Statement”). The Company shall provide Parent with a reasonable opportunity to review drafts of the Information Statement (and any amendment or supplement thereto) and responses to comments of the SEC with respect thereto, and any other documents related to the Information Statement and will consider in good faith any comments provided by Parent and in connection with such review. Parent shall provide the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers Parent and stockholders and such other matters Merger Sub as may be reasonably necessary or advisable requested by the Company and is customarily included in an information statement prepared in connection with this type of transaction in connection with the preparation, filing and distribution of the Information Statement and shall otherwise assist and cooperate with the Company in the preparation of the Information Statement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information with respect to it or provided by it for use in the Information Statement if and to the extent, in the absence of such a correction, the Information Statement would contain a misstatement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall disseminate such correction to the Company Stockholders in an amendment or supplement and to cause such amendment or supplement to be filed with the SEC. The Company shall notify Parent promptly in writing (email being sufficient) upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Information Statement and shall promptly supply Parent with copies of all such comments, requests and any other written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other statementhand, filingwith respect to the Information Statement. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Information Statement and to resolve such comments with the SEC and cause the Information Statement to be filed with the SEC in definitive form as contemplated by Rule 14c-5 under the Exchange Act, notice and shall use its reasonable best efforts to cause the Information Statement to be disseminated in its definitive form to the Company Stockholders as promptly as reasonably practicable (and in any event within five (5) Business Days thereof) after the first to occur of (i) confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or application (iii) expiration of the 10-day period after filing the preliminary Information Statement in the event the SEC does not review the Information Statement.
(ii) The Company agrees that the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and that, at the time it is filed with the SEC, at the time it is first mailed to the Company Stockholders or at the time of any amendment or supplement thereof, the Information Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements included or incorporated by reference in the Information Statement based on information supplied in writing by or on behalf of Parent, Company Parent or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated Sub for inclusion or incorporation by this Agreementreference therein. Parent agrees, as to itself and its Subsidiaries, agrees that none of the written information supplied or to be supplied by it to Company in writing specifically or on behalf of Parent or Merger Sub (including by email) for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and will, at the time it is filed with the SEC or at the time it is first mailed to holders of the Company Common StockStockholders, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Information Statement. (a) Parent and Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten SEC, subject to the prior review and approval of Parent and Purchaser (10) calendar days which approval shall not be unreasonably withheld), as soon as practicable after the date consummation of this Agreement the Information Statement. The Offer, a preliminary Information Statement shall contain (i) the notice of action by written consent required by pursuant to Section 228(e14(c) of the DGCL and Exchange Act (iithe “Preliminary Information Statement”) relating to the notice of availability of appraisal rights and related disclosure Merger as required by Section 262 of the DGCL.
(b) Exchange Act and the rules and regulations thereunder. The Company shall obtain and furnish the information required to be included in the Preliminary Information Statement, shall provide Parent and Company Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, upon requestsubject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), furnish each other respond promptly to any such comments made by the SEC or its staff with all information concerning themselvesrespect to the Preliminary Information Statement, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with shall cause the Information Statement or to be mailed to the Company’s stockholders at the earliest practicable date. If at any other statementtime prior to the Closing, filingany information relating to the Offer, notice or application made by or on behalf of the Merger, the Company, Parent, Company Purchaser or any of their respective Subsidiaries Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agreesInformation Statement, as to itself and its Subsidiaries, so that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. Parent further agrees that if it becomes aware that any , the party which discovers such information furnished by it would cause any of shall promptly notify the statements in the Information Statement to be false or misleading with respect to any material factother party, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take an appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will describing such information shall be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications filed with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence disseminated to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments stockholders of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Information Statement. (a) Parent CyberGuard and Company SnapGear shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the an Information Statement. The /Private Placement Memorandum (the “Information Statement Statement/Private Placement Memorandum”) with respect to the CyberGuard Common Stock and cash consideration issuable in the Merger, a portion of which Information Statement/Private Placement Memorandum shall contain (i) also serve as the notice information statement with respect to the solicitation of action by written consent required by Section 228(e) consents of the DGCL and (ii) the notice stockholders of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable SnapGear in connection with the Merger. The respective parties will cause the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries Statement/Private Placement Memorandum to any Governmental Entity comply as to form in connection all material respects with the Merger applicable provisions of the Securities Act and the other rules and regulations thereunder. CyberGuard shall use its best efforts to obtain all necessary state securities law or “Blue Sky” permits or approvals required to carry out the transactions contemplated by this AgreementAgreement and will pay all expenses incident thereto. Parent agrees, as to itself and its Subsidiaries, CyberGuard agrees that none of the information supplied or to be supplied by it to Company in writing specifically CyberGuard for inclusion or incorporation by reference in the Information Statement will when filed with Statement/Private Placement Memorandum and each amendment or supplement thereto, at the SEC time of mailing thereof and at the time it is mailed to holders of Company Common Stockthe consent of stockholders of SnapGear, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent further SnapGear agrees that if it becomes aware that any information furnished by it would cause any none of the statements information supplied or to be supplied by SnapGear for inclusion in the Information Statement to be false Statement/Private Placement Memorandum and each amendment or misleading with respect to any supplement thereto, at the time of mailing thereof and at the time of the consent of stockholders of SnapGear, will contain an untrue statement of a material fact, fact or to omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not false misleading. For purposes of the foregoing, it is understood and agreed that information concerning or misleading, relating to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and CyberGuard will be deemed to have the Information Statement cleared been supplied by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) CyberGuard and information concerning or relating to SnapGear will be deemed to have been supplied by SnapGear. No amendment or supplement to the Information Statement will Statement/Private Placement Memorandum shall be made by Company CyberGuard or SnapGear without the approval of the Parent (such approval not to be unreasonably withheldother party; provided, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment that either party may amend or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement/Private Placement Memorandum if, Company shall promptly file with the SEC upon advice of counsel, failure to do so would result in the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, Statement/Private Placement Memorandum containing false and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLmisleading information.
Appears in 1 contract
Samples: Merger Agreement (Cyberguard Corp)
Information Statement. (a) As promptly as practicable following the due execution and delivery of the Merger Consent, the Company shall prepare, and Parent and Company Merger Sub shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after Company in preparation of, an information statement of the date of type contemplated by Rule 14c–2 under the Exchange Act relating to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”). The Information Statement shall also contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL. Without limiting the generality of the foregoing, each of Parent and Merger Sub will promptly furnish to the Company the information relating to it that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement, that is customarily included in information statements prepared in connection with transactions of the type contemplated by this Agreement or that is reasonably requested by the Company. The Company agrees that at the date of mailing to stockholders of the Company, the Information Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder.
(b) Each of Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, Sub agree that none of the information supplied or to be supplied by it to Company in writing specifically or any of its respective Subsidiaries for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, 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 therein, in light of the circumstances under which they were made, not misleading. The Company shall reasonably promptly notify Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in receipt of all comments of the SEC with respect to the Information Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to be false or misleading Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. The Company shall use its reasonable best efforts (with the assistance of Parent) to resolve all promptly provide responses to the SEC comments with respect to all comments received on the Information Statement as from the SEC and the Company shall cause the definitive Information Statement to be mailed promptly as reasonably practicable after receipt thereof and to have the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filingStatement.
(c) No amendment or supplement Subject to applicable Law, notwithstanding anything to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheldcontrary stated above, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior prior to filing or mailing the Information Statement or filing any other required filings (or or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, to the fullest extent reasonably practicable the Company shall provide Parent a reasonable with an opportunity to review and to propose comments comment on such document or response and shall, shall in good faith, faith consider the reasonable for inclusion in such document or response comments of reasonably proposed by Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)
Information Statement. (a) Unless this Agreement is validly terminated pursuant to Section 7.1, Parent and the Company shall cooperate and promptly prepare prepare, and the Company shall promptly use commercially reasonable efforts to file with the SEC no later than ten (10) calendar days within five Business Days after the date of this Agreement (and in any event within 10 Business Days after the date of this Agreement) the Information StatementStatement with the SEC. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) 603 of the DGCL CCC and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 1301 of the DGCLCCC.
(b) Parent and The Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with shall cause the Information Statement or to comply in all material respects as to form with the requirements of the Exchange Act, and any other statementapplicable Law, filing, notice or application made except that the Company shall have no such obligation with respect to statements included in the Information Statement based on information supplied in writing by or on behalf of Parent, Company Parent or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing Sub specifically for inclusion or incorporation by reference in therein. The Company shall cause the definitive Information Statement will when (or any amendment or supplement thereto) that is filed with the SEC and at the time it the definitive Information Statement is mailed to holders the shareholders of Company Common Stockthe Company, to not (i) contain any untrue statement of a material fact or (ii) omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. Parent further agrees , except that if it becomes aware that any information furnished by it would cause any of the Company shall have no such obligation with respect to statements included in the Information Statement to be false based on information supplied in writing by or misleading with respect to any material fact, on behalf of Parent or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information StatementMerger Sub specifically for inclusion therein. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will shall be made by Company without the approval of the Parent (such approval not reasonable advance notice to be unreasonably withheld, conditioned or delayed)Parent. The Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SECcorrespondence. The Company shall not submit consider in good faith any comments of Parent prior to submitting any response letters or other correspondence to the SEC without SEC. The Company shall (i) provide Parent with reasonable prior notice of any scheduled telephone calls between the approval of Company or its Representatives and the SEC, and (ii) use its reasonable best efforts to allow Parent (or its Representatives to participate in all such approval not to be unreasonably withheld, conditioned or delayed)telephone calls.
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or promptly after ten (10) calendar 10 days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, the Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders shareholders of record in accordance with Sections 228 603 and 262 1301 of the DGCLCCC. In the event that the Information Statement is not cleared by the SEC within 10 days of the date of the Shareholder Written Consent, the Company shall mail a preliminary notice to Company’s shareholders in order to comply with Sections 603 and 1301 of the CCC with respect to the Shareholder Written Consent (the “Preliminary Notice”). The Preliminary Notice shall contain (i) the notice of action by written consent required by Section 603 of the CCC and (ii) the notice of availability of appraisal rights and related disclosure required by Section 1301 of the CCC, and shall otherwise comply in all material respects with applicable Law.
Appears in 1 contract
Information Statement. (a) Parent and The Company shall cooperate and shall, as promptly as reasonably practicable following the date of this Agreement, prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after an information statement relating to the date adoption of this Agreement and the transactions contemplated hereby (together with any amendments or supplements thereto, the “Information Statement”) in preliminary form. The Information Statement ABI shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, promptly furnish each other with all information concerning themselves, their Subsidiaries, directors, officers it and stockholders the holders of its Equity Interests as the Company may reasonably request and such other matters as may be reasonably necessary or advisable shall otherwise promptly cooperate with the Company’s requests in connection with the preparation and filing of such Information Statement or any other statementStatement, filingincluding, notice or application made by or on behalf of Parentwithout limitation, Company or any of their respective Subsidiaries to any Governmental Entity in connection assistance with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none preparation of the pro forma financial information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleadingas necessary. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. The Company shall use its reasonable best efforts to resolve respond as promptly as reasonably practicable to any comments of the SEC with respect thereto and to have such Information Statement cleared by the SEC and available for mailing to the stockholders of the Company as promptly as reasonably practicable, and ABI shall reasonably cooperate with the Company to the extent information of or regarding ABI is necessary to such response, clearance or mailing. The Company shall notify ABI promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Information Statement or for additional information and shall supply ABI with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC comments or its staff, on the other hand, with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have Statement. Notwithstanding the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheldforegoing, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent ABI with a reasonable opportunity to review and to propose comments comment on such document or response and shall, in good faith, consider response. The Company shall use its reasonable best efforts to cause the reasonable comments of Parent. As Information Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after clearance by the SEC.
(b) Each party hereby agrees to promptly notify the other party if at any time such party becomes aware that any information contained in the Information Statement has been cleared by (either in preliminary or definitive form) is inaccurate or incomplete in any material respect and, in such event, the SEC parties agree to cooperate to as promptly as reasonably practicable take such actions (including making amended or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed supplemental filings with the SEC, as ) and distribute any amended or supplemental materials to the case may be, and mail a copy stockholders of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLCompany as is required by applicable Law.
Appears in 1 contract
Samples: Merger Agreement (American Pharmaceutical Partners Inc /De/)
Information Statement. (a) Parent BCBSKS and Company Purchaser shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shallprovide --------------------- to Eligible Policyholders, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the solicitation of approval of the Plan of Conversion, an information statement relating to the Plan of Conversion and the Sale, including a copy of the Plan of Conversion (with a summary of the Exhibits thereto) (the "Information Statement or any other statementStatement") and use --------------------- reasonable efforts to obtain and furnish the information required to be included by state and federal law, filingincluding the Kansas Insurance Code, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries and to any Governmental Entity in connection clear the information statement with the Merger Kansas Department of Insurance. Each of Purchaser and BCBSKS agrees that the other transactions contemplated information provided and to be provided by this Agreement. Parent agreesPurchaser or BCBSKS, as to itself and its Subsidiariesthe case may be, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference use in the Information Statement will when filed shall not, with respect to the SEC and at information supplied by such party, on the time it date upon which the Information Statement is mailed to holders Eligible Policyholders or on the date of Company Common Stockthe Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent further Each of Purchaser and BCBSKS agrees that if it becomes aware that to correct as promptly as practicable any such information furnished provided by it would cause any of the statements in the Information Statement to be that shall have become false or misleading with respect to in any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company respect and to take appropriate all steps necessary to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect furnish to the Information Statement as promptly as reasonably practicable after receipt thereof Kansas Department of Insurance and to have the Information Statement cleared by the staff Kansas Department of the SEC as promptly as reasonably practicable after such filing.
(c) No Insurance any amendment or supplement to the Information Statement will so as to correct the same and to cause the Information Statement as so corrected to be made disseminated to Eligible Policyholders to the extent required by Company without or advisable under applicable law. Each party shall use all reasonable efforts to cause their respective independent accountants to deliver to the approval other party a letter dated as of the Parent (such approval not date of the Information Statement and addressed to be unreasonably withheldthe other party, conditioned or delayed). Company shall promptly provide notice in form and substance reasonably satisfactory to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications other party, in connection with the SEC. Company shall not submit any response letters or other correspondence procedures undertaken by them with respect to the SEC without the approval financial statements and other financial information of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing party contained in the Information Statement (or any amendment or supplement theretoif any) or responding to any comments of and the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as other matters contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, applicable accounting statements and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLstandards.
Appears in 1 contract
Samples: Alliance Agreement (Anthem Inc)
Information Statement. (a) Parent As promptly as practicable following the date of this Agreement, Seller shall prepare (with the cooperation of Buyer) and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement Seller and Buyer shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other cooperate with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable one another in connection with the preparation of the Information Statement or any and shall furnish all information concerning such party as the other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity party may reasonably request in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none preparation of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company Seller shall use its commercially reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement . Seller will use commercially reasonable efforts to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall respond as promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding as reasonably practicable to any comments of the SEC (or with respect to the staff Information Statement and to cause the definitive Information Statement to be mailed to the stockholders of record of Seller as of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, record date set forth in good faith, consider the reasonable comments of Parent. As Information Statement as promptly as reasonably practicable after the Information Statement has been is cleared by the SEC.
(b) Seller shall promptly notify Buyer of the receipt of any comments from the SEC or its staff and all other written correspondence and oral communications with the SEC or its staff relating to the Information Statement and any request by the SEC or after ten its staff for any amendment or supplement to the Information Statement or for additional information with respect thereto.
(10c) calendar days have passed since If at any time prior to the date of filing required approval of the preliminary transactions contemplated by this Agreement by the Seller stockholders any information relating to Seller, Buyer, or any of their respective affiliates, directors or officers, is discovered by Seller or Buyer, which should be set forth in an amendment or supplement to the Information Statement so that the Information Statement would not include any misstatement of a material fact or omit 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 party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC without notice from and, to the SEC of its intent extent required by Applicable Law, disseminated to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLSeller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cycle Country Accessories Corp)
Information Statement. (a) Parent Brenham and Company AIC shall cooperate and promptly to prepare and Company shall promptly use their reasonable best efforts to cause Brenham to file with the SEC no later than ten as soon as practicable an Information Statement (10) calendar the “Information Statement”), and in any event, within 30 days after of the date hereof, with respect to the approval of the stockholders of Brenham in connection with this Agreement and the transactions contemplated hereby. The respective parties will cause the Information Statement to comply as to form in all material respects with the Applicable Laws. Each of Brenham and AIC shall use its reasonable best efforts to have the Information Statement effective as promptly as practicable to consummate the Merger and the transactions contemplated hereby. Brenham and AIC shall use their reasonable best efforts to cause Brenham to obtain, prior to the effective date of the Information Statement. The Information Statement shall contain (i) , all necessary state or foreign securities law, permits or approvals required to carry out the notice of action transactions contemplated by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCLthis Agreement.
(b) Parent Brenham shall cause the Information Statement to be mailed to its stockholders as promptly as practicable after the Information Statement is declared effective by the SEC.
(c) Each of Brenham and Company shallAIC agree that the information provided by it for inclusion in the Information Statement and each amendment or supplement thereto, upon requestat the time of mailing thereof and at the time of the meeting of stockholders of Brenham, furnish each other with all or, in the case of information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable provided by it for inclusion in connection with the Information Statement or any other statementamendment or supplement thereto, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stockfiled or becomes effective, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent .
(d) Each of Brenham and AIC further agrees that if it becomes aware that shall become aware, prior to the time of Brenham’s stockholders’ meeting, of any information furnished by it that would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary in order to make the statements made therein not false or misleading, to promptly inform Company the other party thereof and to take appropriate the necessary steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(ce) No amendment Brenham and AIC will advise each other, promptly after Brenham or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SECAIC, as the case may be, and mail a copy receives notice thereof, of the time when the Information Statement has become effective or any supplement or amendment has been filed, or of any request by the SEC for the amendment or supplement of the Information Statement or the Information Statement or comments thereon and responses thereto or requests by the SEC for additional information.
(f) Brenham and AIC will promptly provide each other copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Brenham and AIC will promptly provide each other with drafts of all correspondence intended to Company’s stockholders of record be sent to the SEC in accordance connection with Sections 228 the transactions contemplated by this Agreement and 262 of allow each such party the DGCLreasonable opportunity to comment thereon prior to delivery to the SEC.
Appears in 1 contract
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with As soon as practicable after the SEC no later than execution of this Agreement and, in any event, within ten (10) calendar days Business Days after such date, the date Company shall prepare, with the cooperation of Parent, the Information Statement and form of proxy for the Company Shareholders to approve this Agreement and the Merger. Parent and the Company shall each use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing Party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. The Company will promptly advise Parent and Parent will promptly advise the Company in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or for compliance with applicable law. The Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub that is contained in any of the foregoing documents. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) unanimous recommendation of the DGCL Company Board that the Shareholders approve this Agreement and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none conclusion of the information supplied or Company Board that the terms and conditions of the Merger are fair and reasonable to be supplied by it the Company Shareholders. Anything to the contrary contained herein notwithstanding, the Company in writing specifically for inclusion or incorporation by reference shall not include in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material factParent or its affiliates or associates, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company form and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff content of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company which information shall not submit any response letters or other correspondence have been approved in writing by Parent prior to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed)inclusion.
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Avocent Corp)
Information Statement. (a) Parent The information to be supplied by the Company and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement Holdings for inclusion in the Information StatementStatement (as defined in Section 5.1) shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Information Statement shall contain (i) information to be supplied by the notice of action by written consent required by Section 228(e) Company for inclusion in the proxy statement to be sent to the stockholders of the DGCL Company and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable Holdings in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf meeting of Parent, the Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "Company or any Stockholders' Meeting") and to the stockholders of their respective Subsidiaries to any Governmental Entity Holdings in connection with the Merger meeting of Holdings stockholders to consider the approval and adoption of this Agreement and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none approval of the information supplied Merger (the "Holdings Stockholders' Meeting") (such proxy statement as amended or supplemented is referred to be supplied by it herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders and Holdings' stockholders, at the time of the Company in writing specifically for inclusion or incorporation by reference in Stockholders' Meeting and the Information Statement will when filed with the SEC Holdings Stockholders' Meeting and at the time it is mailed to holders of Company Common StockEffective 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any therein, in light of the statements in the Information Statement to be circumstances under which they are made, not false or misleading with respect to any material fact, misleading; or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments any statement in any earlier communication with respect to the Information Statement as promptly as reasonably practicable after receipt thereof solicitation of proxies for the Company Stockholders' Meeting and the Holdings Stockholders' Meeting which has become false or misleading. If at any time prior to have the Information Statement cleared Effective Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No Company which should be set forth in an amendment or supplement to the Information Statement will be made by Company without or a supplement to the approval of Proxy Statement, the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence inform Parent. Notwithstanding the foregoing, the Company makes no representation or communications warranty with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding respect to any comments information supplied by Parent or Merger Sub which is contained in any of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLforegoing documents.
Appears in 1 contract
Samples: Merger Agreement (Packeteer Inc)
Information Statement. (a) As soon as practicable after the execution of this Agreement, Company and Holdings shall prepare, with the cooperation of Parent and Company shall cooperate and promptly prepare and Company shall promptly file with furnish to their stockholders an information statement (the SEC no later than ten (10) calendar days after the date of this Agreement the "Information Statement. The Information Statement shall contain (i") for the notice stockholders of action by written consent required by Section 228(e) of the DGCL Company and (ii) the notice of availability of appraisal rights Holdings to approve and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shalladopt this Agreement, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself The Information Statement shall constitute a disclosure document for the offer and its Subsidiaries, that none issuance of the information supplied or shares of Parent Common Stock to be supplied received by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements Stock in the Information Statement Merger and a proxy statement for solicitation of stockholder consent to be false or misleading with respect to any material factapproval of this Agreement, or to omit to state any material fact necessary to make the statements therein not false or misleadingMerger and the other transactions contemplated hereby. Each of Parent, to promptly inform Company Holdings and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to cause the Information Statement as to comply with applicable federal and state securities laws requirements. Each of Parent, Holdings and Company agrees to provide promptly as reasonably practicable after receipt thereof to the other such information concerning it and to have its respective affiliates, directors, officers and securityholders as, in the Information Statement cleared by the staff reasonable judgment of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment other party or supplement to the Information Statement will its counsel, may be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned required or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, appropriate for inclusion in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the SEC other's counsel and auditors in the preparation of the Information Statement. Company and Holdings will promptly advise Parent, and Parent will promptly advise Company and Holdings, in writing if at any time prior to the Effective Time either Company, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in definitive form as order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendations of the Boards of Directors of Company and Holdings that the Company Stockholders and Holdings' stockholders approve and adopt this Agreement, the Merger and the other transactions contemplated by Rule 14c–2 promulgated under this Agreement, and the Exchange Act substantially conclusion of the Boards of Directors that the terms and conditions of the Merger are fair and reasonable and in the form previously cleared or filed with best interests of Company, Holdings and their stockholders. Anything to the SECcontrary contained herein notwithstanding, as Holdings and the case may be, and mail a copy of Company shall not include in the Information Statement any information with respect to Company’s stockholders Parent or its affiliates or associates, the form and content of record in accordance with Sections 228 and 262 of the DGCLwhich information shall not have been expressly approved by Parent prior to such inclusion.
Appears in 1 contract
Samples: Merger Agreement (Packeteer Inc)
Information Statement. (a) Parent The Company shall prepare, with the review and approval of Buyer, an information statement (the "INFORMATION STATEMENT") which shall constitute a disclosure document to be sent to the holders of Company Capital Stock and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable Options in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments prepare and mail the Information Statement in accordance with the terms hereof on or before July 21, 2004 and Buyer shall use its reasonable best efforts to cooperate with the Company in its efforts to prepare and mail the Information Statement by July 21, 2004.
(b) Each of Buyer and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of Buyer or its counsel, may be required or appropriate under applicable law for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in preparation of the Information Statement. Anything to the contrary contained herein notwithstanding, the Company shall not include in Information Statement any information with respect to Buyer or its affiliates or associates, the form and content of which shall not have been approved by Buyer prior to such inclusion; provided, however, that Buyer covenants to provide information with respect to Buyer and its affiliates and associates to the extent necessary to ensure the Company's compliance with Regulation 14E under the Exchange Act. The Company shall cause the Information Statement to comply with Regulation 14E under the Exchange Act, and the process by which Company shall solicit the holders of Company Capital Stock and Company Options in connection with this Agreement and the transactions contemplated hereby shall comply with Regulation 14E under the Exchange Act; provided, however, that the foregoing shall not affect or limit the binding nature of this Agreement by and among the parties who have executed and delivered it as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filingdate hereof.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable practical after the Information Statement has been cleared date any Buyer Common Stock is issued pursuant to this Agreement, Buyer shall prepare and make such filings as are required under applicable blue sky laws relating to the transactions contemplated by this Agreement. After the SEC or after ten (10) calendar days have passed since Closing, the date of filing of the preliminary Information Statement Company shall use reasonable and good faith efforts to assist Buyer as may be necessary to comply with the SEC without notice from securities and blue sky laws relating to the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as transactions contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLthis Agreement.
Appears in 1 contract
Information Statement. (a) Parent and Company shall cooperate and As promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after as reasonably practicable following the date of this Agreement Agreement, Parent and the Company shall prepare and the Company shall initiate delivery of the Information Statement. The Parties shall use their respective reasonable best efforts to complete and initiate delivery of the Information Statement no later than twenty-one (21) days after the date hereof. In no event shall the Company provide the Information Statement to the Shareholders without the prior written consent of Parent. The Information Statement shall contain constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be issued in accordance with this Agreement and an information statement in connection with the solicitation of: (i) the notice of action by written consent required by Section 228(e) of the DGCL Company Shareholder Approval; and (ii) waivers by the notice Shareholders of availability of their appraisal rights and related disclosure required by Section 262 of in connection with the DGCLMerger.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with If at any time prior to the Information Statement or Effective Time there shall occur any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, event that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements set forth in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No an amendment or supplement to the Information Statement will Statement, the Company, Parent and Acquisition Subsidiary shall cooperate in describing such event and delivering any such amendment or supplement to all Securityholders.
(c) Parent shall use commercially reasonable efforts to cause the issuance of Parent Common Stock in the Merger to be made by Company without exempt from the approval registration requirements of the Securities Act by reason of Regulation D promulgated under Section 4(2) of the Securities Act or under Section 4(2) of the Securities Act and from the registration requirements of any applicable state securities Laws and otherwise to comply with all requirements of applicable federal and state securities Laws. The Company agrees to cooperate fully with Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly meet the requirements for applicable exemptions from registration and agrees to use commercially reasonable efforts to provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence information relating to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed)Company in connection therewith.
(d) Prior Xxxxxx agrees promptly to filing advise the Company if, at any time prior to the Closing, to Xxxxxx’s knowledge any information relating to Parent or mailing Acquisition Subsidiary in the Information Statement (is or becomes incorrect or incomplete in any amendment or supplement thereto) or responding material respect. The Company agrees promptly to advise the Parent if, at any comments of time prior to the SEC (or Closing, to the staff of Company’s Knowledge, any information relating to the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC is or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent becomes incorrect or incomplete in any material respect. Such notifying party will take such steps as may be necessary in order to review cause the Information Statement, Company shall promptly file insofar as it relates to such party (or any of its Subsidiaries), to continue to comply in all material respects with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy applicable provisions of the Information Statement Securities Act after the delivery thereof to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLSecurityholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Memc Electronic Materials Inc)
Information Statement. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act relating to the transaction contemplated hereby (10) calendar days after together with any amendments or supplements thereto, the date “Information Statement”). The Company shall furnish all information as may be reasonably requested by Parent relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Information Statement in connection with the preparation, filing and distribution of this Agreement the Information Statement. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to respond and resolve as promptly as reasonably practicable to all comments of the SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof Statement. Parent agrees to provide the Company and its counsel with copies of any written comments, and shall inform the Company of any oral comments, in each such case, including any request by the SEC for any amendment to have the Information Statement cleared or for additional information, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to the Information Statement, in each such case, promptly after receipt of such comments or requests, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration in good faith to the additions, deletions or changes suggested thereto by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) Company and its counsel. No filing of, or amendment or supplement to to, the Information Statement will be made by Parent without providing the Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parentcomment thereon. As promptly as reasonably practicable Promptly after the Information Statement has been cleared by the SEC or after ten (10) 10 calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company Parent shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to its shareholders. Each of Parent, Sister Sub, Merger Sub and the Company agrees to correct any information provided by it for use in the Information Statement which shall have become false or misleading and Sister Sub, Merger Sub and the Company agree to notify Parent promptly of any information discovered by Sister Sub, Merger Sub or the Company’s stockholders , as applicable, regarding itself or its shareholders that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of record a material fact or omit to state any material fact necessary to make the statements therein, in accordance with Sections 228 and 262 light of the DGCLcircumstances under which they are made, not misleading.
Appears in 1 contract
Samples: Merger Agreement (Universal Truckload Services, Inc.)
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days As soon as practicable after the date execution of this Agreement Agreement, Acquiror and Target shall prepare an Information Statement for the stockholders of Target to approve (by vote or written consent in lieu thereof) this Agreement, and the transactions contemplated hereby, and as notice to the other stockholders of Target of the Merger and their rights under Delaware Law. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger. Acquiror and Target shall use their respective best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Acquiror and Target agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Target will promptly advise Acquiror, and Acquiror will promptly inform Target, in writing if at any time prior to the Effective Time either Target or Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) recommendation of the DGCL and (ii) Board of Directors of Target that the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and Target stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with approve the Merger and this Agreement and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none conclusion of the information supplied or Board of Directors that the terms and conditions of the Merger are fair and reasonable to be supplied by it the stockholders of Target. Anything to Company in writing specifically for inclusion or incorporation by reference the contrary contained herein notwithstanding, Target shall not include in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by it would Acquiror prior to such inclusion. Target shall cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect delivered to the Information Statement as promptly as reasonably practicable after receipt thereof and stockholders of Target with any other necessary documentation to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement be delivered to the Information Statement will be made by Company without the approval of the Parent (such approval not stockholders pursuant to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC Section 6.1 and Section 6.6 and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of cause the Information Statement to Company’s stockholders be delivered to the holders of record outstanding and unexercised options to purchase shares of Target Common Stock in accordance connection with Sections 228 and 262 the solicitation of consents of such holders of options pursuant to Section 6.10, as soon as practicable after the preparation of the DGCLInformation Statement.
Appears in 1 contract
Samples: Merger Agreement (Ods Networks Inc)
Information Statement. (a) Parent BCBSKS and Company Purchaser shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shallprovide to Eligible Policyholders, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the solicitation of approval of the Plan of Conversion, an information statement relating to the Plan of Conversion and the Sale, including a copy of the Plan of Conversion (with a summary of the Exhibits thereto) (the "Information Statement or any other statementStatement") and use reasonable efforts to obtain and furnish the information required to be included by state and federal law, filingincluding the Kansas Insurance Code, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries and to any Governmental Entity in connection clear the information statement with the Merger Kansas Department of Insurance. Each of Purchaser and BCBSKS agrees that the other transactions contemplated information provided and to be provided by this Agreement. Parent agreesPurchaser or BCBSKS, as to itself and its Subsidiariesthe case may be, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference use in the Information Statement will when filed shall not, with respect to the SEC and at information supplied by such party, on the time it date upon which the Information Statement is mailed to holders Eligible Policyholders or on the date of Company Common Stockthe Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent further Each of Purchaser and BCBSKS agrees that if it becomes aware that to correct as promptly as practicable any such information furnished provided by it would cause any of the statements in the Information Statement to be that shall have become false or misleading with respect to in any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company respect and to take appropriate all steps necessary to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect furnish to the Information Statement as promptly as reasonably practicable after receipt thereof Kansas Department of Insurance and to have the Information Statement cleared by the staff Kansas Department of the SEC as promptly as reasonably practicable after such filing.
(c) No Insurance any amendment or supplement to the Information Statement will so as to correct the same and to cause the Information Statement as so corrected to be made disseminated to Eligible Policyholders to the extent required by Company without or advisable under applicable law. Each party shall use all reasonable efforts to cause their respective independent accountants to deliver to the approval other party a letter dated as of the Parent (such approval not date of the Information Statement and addressed to be unreasonably withheldthe other party, conditioned or delayed). Company shall promptly provide notice in form and substance reasonably satisfactory to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications other party, in connection with the SEC. Company shall not submit any response letters or other correspondence procedures undertaken by them with respect to the SEC without the approval financial statements and other financial information of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing party contained in the Information Statement (or any amendment or supplement theretoif any) or responding to any comments of and the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as other matters contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, applicable accounting statements and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLstandards.
Appears in 1 contract
Samples: Alliance Agreement (Anthem Inc)
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days As soon as practicable after the date hereof and after the Purchaser has advanced funds or made other arrangements therefor, the Company shall, and the Seller and Purchaser shall cause the Company to, file and distribute, at the Company’s expense, an Information Statement for purposes of this Agreement notifying the Company’s stockholders of the change of control of the Company that will result from the composition of the Board of Directors as contemplated by Section 5.2 hereto. The Purchaser and the Seller shall provide all information reasonably requested by the Company that is within their control and is necessary for inclusion in the Information Statement. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all The Seller agrees that the information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with supplied by it for the Information Statement or any other statementshall not, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with at the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in time the Information Statement will when is filed with the SEC and or distributed to the stockholders of the Company, or at the time it is mailed to holders Change of Company Common StockControl Date, 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 therein, not misleading. Parent further If, at any time prior to the Change of Control Date, any event, circumstance or change relating to the Seller occurs that should be set forth in or described in an amendment to the Information Statement, the Seller shall promptly inform the Purchaser and the Company and the Company shall promptly file and distribute such amendment to the Information Statement.
(c) The Purchaser agrees that if it becomes aware that any the information furnished supplied by it would cause any of the statements in for the Information Statement shall not, at the time the Information Statement is filed with the SEC or distributed to be false or misleading with respect to any material factthe stockholders of the Company, or to at the Change of Control Date, 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 therein, not false misleading. If, at any time prior to the Change of Control Date, any event, circumstance or misleading, change relating to promptly inform Company and the Purchaser occurs that should be set forth in or described in an amendment to take appropriate steps to correct the Information Statement. , the Purchaser shall promptly inform the Seller and the Company and the Company shall use its reasonable best efforts to resolve all SEC comments with respect promptly file and distribute such amendment to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed)Statement.
(d) Prior to filing or mailing the The Information Statement (or any amendment or supplement thereto) or responding to any comments of and all other documents that the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of is responsible for filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file in connection with the SEC transactions contemplated herein will comply as to form and substance in all material respects with the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under applicable requirements of the Act and the rules and regulations thereunder and the Exchange Act substantially in and the form previously cleared or filed with the SEC, as the case may be, rules and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLregulations thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ascend Acquisition Corp.)
Information Statement. (a) Parent and Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten SEC, subject to the prior review and approval of Parent and Purchaser (10) calendar days which approval shall not be unreasonably withheld), as soon as practicable after the date consummation of this Agreement the Information Statement. The Offer, a preliminary Information Statement shall contain (i) the notice of action by written consent required by pursuant to Section 228(e14(c) of the DGCL and Exchange Act (iithe "Preliminary Information Statement") relating to the notice of availability of appraisal rights and related disclosure Merger as required by Section 262 of the DGCL.
(b) Exchange Act and the rules and regulations thereunder. The Company shall obtain and furnish the information required to be included in the Preliminary Information Statement, shall provide Parent and Company Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, upon requestsubject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), furnish each other respond promptly to any such comments made by the SEC or its staff with all information concerning themselvesrespect to the Preliminary Information Statement, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with shall cause the Information Statement or to be mailed to the Company's stockholders at the earliest practicable date. If at any other statementtime prior to the Closing, filingany information relating to the Offer, notice or application made by or on behalf of the Merger, the Company, Parent, Company Purchaser or any of their respective Subsidiaries Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agreesInformation Statement, as to itself and its Subsidiaries, so that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. Parent further agrees that if it becomes aware that any , the party which discovers such information furnished by it would cause any of shall promptly notify the statements in the Information Statement to be false or misleading with respect to any material factother party, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take an appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will describing such information shall be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications filed with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence disseminated to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments stockholders of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Information Statement. (a) Parent and Company shall cooperate and As promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after as reasonably practicable following the date of this Agreement Agreement, Parent and the Company shall prepare and the Company shall initiate delivery of the Information Statement. The Parties shall use their respective reasonable best efforts to complete and initiate delivery of the Information Statement no later than twenty-one (21) days after the date hereof. In no event shall the Company provide the Information Statement to the Shareholders without the prior written consent of Parent. The Information Statement shall contain constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be issued in accordance with this Agreement and an information statement in connection with the solicitation of: (i) the notice of action by written consent required by Section 228(e) of the DGCL Company Shareholder Approval; and (ii) waivers by the notice Shareholders of availability of their appraisal rights and related disclosure required by Section 262 of in connection with the DGCLMerger.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with If at any time prior to the Information Statement or Effective Time there shall occur any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, event that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements set forth in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No an amendment or supplement to the Information Statement will Statement, the Company, Parent and Acquisition Subsidiary shall cooperate in describing such event and delivering any such amendment or supplement to all Securityholders.
(c) Parent shall use commercially reasonable efforts to cause the issuance of Parent Common Stock in the Merger to be made by Company without exempt from the approval registration requirements of the Securities Act by reason of Regulation D promulgated under Section 4(2) of the Securities Act or under Section 4(2) of the Securities Act and from the registration requirements of any applicable state securities Laws and otherwise to comply with all requirements of applicable federal and state securities Laws. The Company agrees to cooperate fully with Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly meet the requirements for applicable exemptions from registration and agrees to use commercially reasonable efforts to provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence information relating to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed)Company in connection therewith.
(d) Prior Parent agrees promptly to filing advise the Company if, at any time prior to the Closing, to Parent’s knowledge any information relating to Parent or mailing Acquisition Subsidiary in the Information Statement (is or becomes incorrect or incomplete in any amendment or supplement thereto) or responding material respect. The Company agrees promptly to advise the Parent if, at any comments of time prior to the SEC (or Closing, to the staff of Company’s Knowledge, any information relating to the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC is or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent becomes incorrect or incomplete in any material respect. Such notifying party will take such steps as may be necessary in order to review cause the Information Statement, Company shall promptly file insofar as it relates to such party (or any of its Subsidiaries), to continue to comply in all material respects with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy applicable provisions of the Information Statement Securities Act after the delivery thereof to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLSecurityholders.
Appears in 1 contract
Samples: Merger Agreement
Information Statement. (a) Parent As promptly as practicable after the execution of this Agreement, Ultravisual and Company Emageon shall cooperate jointly prepare a statement pertaining to the Merger and promptly prepare and Company shall promptly file this Agreement in compliance with the SEC no later than ten requirements of the Laws of the State of Delaware and with Rule 506 under the Securities Act (10the "INFORMATION STATEMENT") calendar days after to be used in connection with obtaining the date approval and adoption of this Agreement and approval of this Merger by the Ultravisual Stockholders. The Information Statement shall be in a form and content reasonably satisfactory to Emageon. Each of Emageon and Ultravisual agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Ultravisual will promptly advise Emageon, and Emageon will promptly advise Ultravisual in writing if at any time prior to the Effective Time either Ultravisual or Emageon, as applicable, shall obtain knowledge of any facts that make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) recommendation of the DGCL and (ii) the notice Board of availability Directors of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with Ultravisual that Ultravisual Stockholders approve the Merger and this Agreement and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none conclusion of the information supplied or Board of Directors that the terms and conditions of the Merger are advisable and fair and reasonable to be supplied by it and in the best interest of the Ultravisual Stockholders. Anything to Company in writing specifically for inclusion or incorporation by reference the contrary contained herein notwithstanding, Ultravisual shall not include in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material factEmageon, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company form and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff content of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company which information shall not submit any response letters or other correspondence have been approved by Emageon prior to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed)inclusion.
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Emageon Inc)
Information Statement. (a) Parent and As soon as practicable after the execution of this Agreement, the Company shall cooperate and promptly prepare and Company shall promptly file prepare, with the SEC no later than ten (10) calendar days after the date cooperation of this Agreement Parent, the Information Statement. The Information Statement shall contain (i) also constitute a disclosure document for the notice of action by written consent required by Section 228(e) offer and issuance of the DGCL and (ii) shares of Parent Common Stock to be received by the notice of availability of appraisal rights and related disclosure required by Section 262 of Company Shareholders in the DGCL.
(b) Merger. Parent and the Company shall, upon request, furnish shall each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any other statementamendments or supplements thereto, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries and to any Governmental Entity in connection cause its counsel and auditors to cooperate with the Merger other’s counsel and auditors in the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none preparation of the information supplied or to be supplied by it to Information Statement. The Company will promptly advise Parent and Parent will promptly advise the Company in writing specifically for inclusion if at any time prior to the Effective Time either the Company or incorporation Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or for compliance with applicable law. The Information Statement shall contain a statement that the Company Board has concluded that the terms and conditions of the Merger are fair and reasonable to the Company Shareholders, that the Company Board has approved this Agreement and the Merger, that the Company Board has recommended that the Company Shareholders vote to adopt this Agreement and approve the Merger, and that the holders of a majority of the outstanding Company Capital Stock (voting on an as-converted basis) have voted to adopt this Agreement and approve the Merger. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material factParent or its affiliates or associates, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company form and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff content of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company which information shall not submit any response letters or other correspondence have been approved in writing by Parent prior to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed)inclusion.
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Information Statement. (a) Parent and The Company shall cooperate and promptly will use its best efforts to prepare and Company shall promptly file with the SEC no as promptly as is reasonably practicable (but in any event not later than ten (10March 20, 2010) calendar days after the date Information Statement in a form that complies in all material respects with the requirements of this Agreement the Exchange Act and the rules and regulations promulgated thereunder. HCC and its Affiliates shall furnish to the Company all information requested concerning itself which is required or customary for inclusion in the Information Statement. The Company and HCC each agrees to respond as promptly as is practicable to any comments of the SEC on the Information Statement, and the Company agrees to mail the Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) to all of the DGCL Company's stockholders promptly after the Company learns that the Information Statement will not be reviewed or that the SEC staff has no further comments thereon. The Company covenants and (ii) agrees that the notice of availability of appraisal rights Information Statement and related disclosure required by Section 262 any amendment thereof or supplement thereto to be sent to the stockholders of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity Transactions will comply in connection all material respects with the Merger applicable requirements of the Exchange Act and the other transactions contemplated rules and regulations thereunder. The information provided by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company any party hereto for use in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC shall be true and correct in all material respects, at the time it is date mailed to holders stockholders of the Company, without omission of any material fact which is required to make such information not false or misleading. All financial projections and other forecasts prepared by the Company Common Stockfor use in or incorporation by reference in the Information Statement were, contain or shall be, as applicable, prepared in good faith based on reasonable assumptions and represent the Company's good faith estimate of future results based on information available as of the date of the Information Statement. No representation, covenant or agreement is made by any untrue statement party hereto with respect to information supplied in writing by any other party specifically for inclusion in the Information Statement. If at any time prior to the Closing Date any information relating to the Company or HCC, or any of their respective Affiliates, officers or directors, should be discovered by the Company or HCC which should be set forth in an amendment or supplement to the Information Statement, so that the Information 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 therein, in light of the circumstances under which they were made, not misleading. Parent further agrees that if it becomes aware that any , the party which discovers such information furnished by it would cause any of shall promptly notify the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company other parties hereto and to take an appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will describing such information shall be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement filed with the SEC without notice from and, to the SEC of its intent extent required by Law, disseminated to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy shareholders of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Master Recapitalization Agreement (Crown Media Holdings Inc)
Information Statement. (a) Parent and Company shall cooperate and As promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after as reasonably practicable following the date of this Agreement the Information Statement. The Information Statement shall contain (iand in any event within ten (10) the notice of action by written consent required by Section 228(e) days of the DGCL and (ii) date of this Agreement), the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement assistance (not to be unreasonably withheld, delayed, or any other statement, filing, notice or application made by or on behalf conditioned) of Parent, Company or any prepare and file with the SEC a written information statement of their respective Subsidiaries to any Governmental Entity the type contemplated by Rule 14e-2 of the Exchange Act containing the information specified in connection with Schedule 14C under the Exchange Act and concerning the Written Consent, the Merger and the other transactions contemplated by this AgreementAgreement (the “Information Statement”). The Company shall provide Parent agreeswith a reasonable opportunity to review and comment on the Information Statement prior to filing. The Company shall use reasonable best efforts as promptly as reasonably practicable (and after consultation with, and the assistance of, Parent (not to be unreasonably withheld, delayed or conditioned)) to respond to any comments made by the SEC with respect to the Information Statement. The Company shall provide Parent with a reasonable opportunity to review and comment on any responses to comments from the SEC on the Information Statement or any amendments or supplements to the Information Statement prior to the filing of such responses, amendments or supplements. The Company shall use reasonable best efforts to cause the Information Statement (substantially in the form last filed and/or cleared) to be filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act and then to itself be mailed to the stockholders of the Company as promptly as practicable, and in any event within five (5) days after the latest of (i) confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or (iii) expiration of the 10-day period after filing in the event the SEC does not review the Information Statement (the “SEC Clearance Date”).
(b) Parent shall use reasonable best efforts to cooperate with the Company in the preparation of the Information Statement. Without limiting the generality of the foregoing, each of Parent and Sub shall furnish to the Company the information relating to it and its Subsidiaries, that none of Affiliates required by the information supplied or Exchange Act and the rules and regulations promulgated thereunder to be supplied by it to Company in writing specifically for inclusion or incorporation by reference set forth in the Information Statement will when filed or that is customarily included in information statements prepared in connection with transactions of the SEC and type contemplated by this Agreement.
(c) If, at any time prior to the time it Effective Time, any information relating to Parent or the Company or any of their respective Affiliates is mailed discovered by Parent or the Company that should be set forth in an amendment or supplement to holders of Company Common Stock, contain the Information Statement so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. , the party discovering this information shall, as promptly as reasonably practicable, notify the other parties to this Agreement and, to the extent required by Law, Parent further agrees that if it becomes aware that any information furnished and the Company shall cause an appropriate amendment or supplement describing this information, as promptly as reasonably practicable, to be filed with the SEC and, to the extent required by it would cause any Law, disseminated to the stockholders of the statements in Company.
(d) Notwithstanding any Adverse Recommendation Change or the receipt of any Acquisition Proposal, the Company shall comply with its obligations under Section 6.1(a) and use its reasonable efforts to cause the Information Statement to be false or misleading filed with respect the SEC in definitive form and then to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect be mailed to the Information Statement stockholders of the Company as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filingpracticable.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Deltek, Inc)
Information Statement. (a) Parent As promptly as practicable following the execution hereof, Purchaser and Company shall cooperate and promptly jointly prepare and Company shall promptly file with an information statement (the SEC no later than ten (10) calendar days after the date of this Agreement the "Information Statement") to be issued to the holders of Company Shares who are not accredited investors. The Information Statement shall contain constitute a disclosure document for the offer by the Purchaser to issue the Purchaser Shares (ithe "Offer") to holders of Company Shares who are not accredited investors in consideration for such holders' Company Shares. Purchaser and Company shall each use their reasonable best efforts to cause the notice Information Statement to comply with applicable federal, state and foreign securities Law requirements. Each of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent Purchaser and Company shall, upon requestand shall cause their respective Representatives to, furnish each fully cooperate with the other such parties and their respective Representatives in the preparation of the Information Statement, a letter of transmittal and related instructions for use (collectively, together with all any amendments and supplements thereto, the "Offer Documents"), and Company shall promptly provide to Purchaser such information concerning themselves, their Subsidiariesit and its Affiliates, directors, officers and stockholders and such other matters securityholders as Purchaser may be reasonably necessary or advisable request in connection with the preparation of the Information Statement or any other statement, filing, notice or application made by or on behalf the Offer Documents. Each of Parent, Purchaser and Company or any of their respective Subsidiaries represents and warrants to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the all information supplied or to be supplied by it to Company in writing specifically the same for inclusion or incorporation by reference in the Information Statement will when filed with or the SEC and Offer Documents shall not at the time it the Information Statement (including any amendments or supplements thereto) is mailed first distributed to holders of Company Common Stock, Shares who are not accredited investors or while the Offer remains outstanding 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 therein, in light of the circumstances under which they were made, not misleading. Parent further agrees ; provided, however, that if it becomes aware that any no representation or warranty is made by Purchaser or Company with respect to information furnished supplied by it would cause any of the statements others for inclusion in the Information Statement to or the Offer Documents. If at any time that the Offer is outstanding, any event or information should be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made discovered by Company without the approval of the Parent (such approval not or Purchaser which should be set forth in an amendment to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company or Purchaser, as applicable, shall promptly file with inform the SEC other. Each of Purchaser and Company agrees promptly to correct any information provided by it for use in the Information Statement or the Offer Documents if and to the extent that it shall have become false and misleading in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLany material respect.
Appears in 1 contract
Samples: Share Purchase Agreement (Ravisent Technologies Inc)
Information Statement. (a) Parent and Company Seller shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten as soon as practicable a preliminary information statement on Schedule 14C (10) calendar days after the date of this Agreement the “Information Statement”) relating to the sale of the Membership Interests. The Information Statement shall contain (i) comply as to form in all material respects with the notice applicable requirements of action the Securities Act, and the Exchange Act and the respective rules and regulations thereunder. Without limiting the foregoing, the Information Statement must include the information required by Rule 14f-1 under the Exchange Act. Seller covenants, represents and warrants to Purchaser that the Information Statement, at the time filed with the SEC or other Governmental Authority, at the date mailed to Seller’s stockholders, and at the date of any written consent or meeting of Seller’s stockholders, will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Section 228(e) Seller in reliance upon and in conformity with written information concerning Purchaser or its affiliates furnished to Seller by Purchaser or any of its affiliates expressly for inclusion in the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCLInformation Statement.
(b) Parent and Company Purchaser shall, upon requestand shall cause its members to, (i) cooperate in the preparation of the Information Statement and (ii) furnish each other with to Seller all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable it required for use in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries Seller to any third party and/or Governmental Entity Authority in connection with the Merger and the other transactions contemplated by this Agreement. Parent agreesPurchaser shall use commercially reasonable efforts to assist Seller to resolve all SEC comments with respect to the Information Statement as promptly as practicable after receipt thereof. If Purchaser learns of any event that should be set forth in an amendment or supplement to the Information Statement, as it will promptly inform Seller of such event. Purchaser covenants, represents and warrants to itself and its Subsidiaries, Seller that none of the information regarding Purchaser or any of its members, or other information supplied or to be supplied by it to Company in writing by Purchaser specifically for inclusion or incorporation by reference in the Information Statement will when or any amendment thereof or supplement thereto will, at the time filed with the SEC or other Governmental Authority, at the date mailed to Seller’s stockholders, and at the time it is mailed to holders date of Company Common Stockany written consent or meeting of Seller’s stockholders, 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 therein, in light of the circumstances under which they are made, not misleading. Parent further agrees Purchaser covenants, represents and warrants to Seller that if the Information Statement, insofar as it becomes aware that any relates to information furnished by it would cause regarding Purchaser or any of its members, or other information supplied in writing by Purchaser for inclusion therein, will comply as to form and substance in all material respects with the statements in requirements of the Exchange Act and the rules and regulations promulgated thereunder. Purchaser and its members agree to provide to First South all information requested by First South as needed by First South.
(c) Seller shall provide Purchaser with a reasonable opportunity to review and comment on the Information Statement and any amendment or supplement to the Information Statement prior to filing such with the SEC and will provide Purchaser with a reasonable number of copies of all such filings made with the SEC.
(d) Seller shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Information Statement to be false or misleading Purchaser and advise Purchaser of any oral comments with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information StatementStatement received from the SEC. Company Seller shall use its commercially reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and thereof. If, at any time prior to have the Closing Date, any event with respect to Seller, the Company, Purchaser or any of their respective affiliates should occur that is required to be described in an amendment of, or a supplement to, the Information Statement cleared Statement, Seller shall describe such event, and such amendment shall be promptly filed with the SEC and, as required by the staff Law, disseminated to stockholders of Seller. Seller shall advise Purchaser, promptly after it receives notice thereof, of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after time when the Information Statement has become effective or any supplement or amendment thereto has been cleared filed, of the issuance of any stop order or any request by the SEC for an amendment or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy supplement of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLor for additional information.
Appears in 1 contract
Samples: Interest Purchase Agreement (Allegro Biodiesel Corp)
Information Statement. Promptly (aand in any event within ten (10) Parent and Business Days) following the Approval Time, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date Information Statement in accordance with Regulation 14C of the Exchange Act related to the Merger and this Agreement to be sent to the stockholders of the Company. Parent and Merger Sub will cooperate with the Company in the preparation of the Information Statement. The Information Statement Company shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) give Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers its counsel the opportunity to review and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or comment on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts , and any amendment or supplement thereto, and all responses to resolve all requests for additional information by, and replies to comments of, the SEC (including by promptly notifying Parent of the receipt of any comments or correspondence from the SEC with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared any requests by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No for any amendment or supplement to the Information Statement will be made or for additional information) and shall give Parent the opportunity to participate in any discussions or meetings with the SEC, (ii) take into good faith consideration all comments reasonably proposed by Company without Parent and (iii) not file such documents referred to in clause (i) of this sentence with the SEC prior to receiving the approval of the Parent (such approval Parent, not to be unreasonably withheld, conditioned or delayed). ; provided, that with respect to documents filed by the Company which are incorporated by reference in the Information Statement, this right of approval shall promptly provide notice apply only with respect to information relating to the Merger or the Transactions contemplated hereby or to Parent or its business, financial condition or results of operations. Each party shall use reasonable best efforts, after consultation with the other parties, to respond promptly to all comments of and requests by the SEC with respect to the Information Statement. Each party will advise the other parties, promptly after it receives notice thereof, of any correspondence or communications with or comments from request by the SEC and shall provide Parent with copies for amendment of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SECInformation Statement. The Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing will cause the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As be mailed as promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from form the SEC of its intent to review the Information Statement; provided, however, that the Company shall promptly file with have no obligation to mail the definitive Information Statement until the Approval Time. Each party shall furnish all information concerning itself and its Affiliates as the Company may reasonably request and/or as required by the rules and regulations promulgated by the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in connection with the form previously cleared preparation, filing and distribution of the Information Statement. If at any time prior to the Effective Time, any party discovers any information relating to the Company, Parent or any of their respective Affiliates that should be set forth in an amendment or supplement to the Information Statement, so that the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary 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 and an appropriate amendment or supplement describing such information shall be filed with the SEC, as SEC by the case may beCompany, and mail a copy to the extent required by applicable Law, disseminated to the Company stockholders. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Information Statement complies as to Company’s stockholders of record form in accordance all material respects with Sections 228 the rules and 262 of regulations promulgated by the DGCLSEC under the Exchange Act.
Appears in 1 contract
Samples: Merger Agreement (Telanetix,Inc)
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after Following the date of this Agreement, the Company shall prepare an information or disclosure statement and related materials relating to the stockholders meeting (or the requested written consent in lieu of a meeting) and the transactions contemplated hereby relating to the Merger and this Agreement (the "Information Statement") and furnish the information required to be provided to the Stockholders pursuant to the DGCL and other applicable law. The Company shall cause such Information Statement to be mailed to the Stockholders return receipt requested in accordance with the DGCL and the certificate of incorporation and by-laws in connection with the Stockholders meeting (or the requested written consent in lieu of a meeting). Parent shall promptly provide such information as the Company may reasonably request regarding Parent and such other matters regarding Parent as the Company shall deem reasonably necessary to include in the materials to be provided to the Stockholders. The materials submitted to the Stockholders shall include, without limitation, information regarding the Company and Parent, the terms and timing of the Merger, this Agreement and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. The information supplied by the Company and Parent for inclusion in the Information Statement shall contain not, at (i) the notice of action by written consent required by Section 228(etime the Information Statement (or any amendment thereof or supplement thereto) of is first mailed to the DGCL Stockholders and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 time of the DGCL.
stockholders' meeting (b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable described in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common StockSection 7.6), 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 not misleading. Parent further agrees that if it becomes aware that If at any time prior to the Effective Time any information furnished relating to the Company or any its respective directors, officers or Affiliates should be discovered by it would cause any of the statements Company that should be set forth in an amendment or supplement to the Information Statement to be false so that the Information Statement would not include any misstatement of a material fact or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly, to the Information Statement as promptly as reasonably practicable after receipt thereof and extent required by law, disseminated to have the Information Statement cleared Stockholders. If at any time prior to the Effective Time any information relating to Parent or any of its directors officers or Affiliates should be discovered by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No Parent that should be set forth in an amendment or supplement to the Information Statement will so that the Information 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, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be made promptly, to the extent required by law, disseminated to the Stockholders. The Company without shall use all reasonable efforts to solicit from its Stockholders votes or consents in favor of the approval and adoption of this Agreement and the Parent (such approval not Merger and to be unreasonably withheldsecure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and by-laws to approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit be required to take any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or actions provided for under this Section 7.7 if the staff Company Board of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, Directors determines in good faith, consider based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation and declaration regarding this Agreement or the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared Merger or recommending and declaring advisable any other offer or proposal would be necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the SEC or after ten (10) calendar days have passed since the date Company of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLthis Agreement).
Appears in 1 contract
Samples: Merger Agreement (Becoming Art Inc)
Information Statement. (a) Parent and The Company shall cooperate and promptly shall, with the reasonable assistance of Parent, prepare and Company shall promptly file with the SEC SEC, as promptly as practicable (and no later than ten twenty (1020) calendar days Business Days) after the date of this Agreement Agreement, a written information statement of the Information Statement. The Information Statement shall contain type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Written Consent, the Merger and the Transactions, (ii) the notice of action by written consent required by Section 228(e) of the DGCL and (iiiii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCLDGCL (such information statement, as amended or supplemented in accordance with the terms hereof, the “Information Statement”). Parent and Merger Sub shall furnish to the Company all information as may be reasonably requested concerning themselves and their controlled Affiliates that is required to be included in the Information Statement pursuant to applicable Law and shall promptly provide such other assistance in the preparation of the Information Statement as may be reasonably requested by the Company from time to time.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with Prior to the filing of the Information Statement (or any other statementamendment or supplement thereto), filing, notice or application made by or on behalf of Parent, Company or any dissemination thereof to the stockholders of their respective Subsidiaries the Company, or responding to any Governmental Entity in connection comments from the SEC with respect thereto, the Merger and the other transactions contemplated by this Agreement. Company shall provide Parent agrees, as to itself and its Subsidiariescounsel with a reasonable opportunity to review and to comment on such document or response, that none which the Company shall consider in good faith. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the information supplied SEC or its staff or any request from the SEC or its staff for amendments or supplements to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and at its staff, on the time it is mailed other hand, relating to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have thereof. The Company shall cause the Information Statement cleared by the staff to be mailed to holders of Company Common Stock (as of the SEC date the Written Consent is effective) as promptly as reasonably practicable after such filingthe first to occur of: (i) confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or (iii) expiration of the 10-day period after filing in the event the SEC does not review the Information Statement.
(c) No The Company agrees that the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act. The Company and Parent agree, as to themselves only, that, at the time it is filed with the SEC, at the time it is first mailed to the holders of shares of Company Common Stock or at the time of any amendment or supplement thereof, the Information Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no party assumes any responsibility with respect to any statements or information supplied by or on behalf of the other party, its Affiliates or its or their respective Representatives for inclusion or incorporation by reference in the Information Statement.
(d) If at any time prior to the Closing any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a party, which information should be set forth in an amendment or supplement to the Information Statement will be made Statement, the party that discovers such information shall promptly notify the other party and the Company shall prepare (with the assistance, if applicable, of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Company without the approval applicable Law. Each of the Company, Parent and Mxxxxx Sub agrees to promptly (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of i) correct any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing information provided by it specifically for use in the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review if and to propose comments on the extent that such document information shall have become false or response misleading in any material respect and shall, (ii) supplement the information provided by it specifically for use in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by to include any information that shall become necessary in order to make the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review statements in the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy light of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLcircumstances under which they were made, not misleading.
Appears in 1 contract
Information Statement. (a) Parent and The Company shall cooperate and promptly prepare and Company shall promptly use its reasonable best efforts to file the Preliminary Information Statement with the SEC no later than ten (10) calendar days as promptly as practicable after the date of this Agreement the Information Statementhereof. The Company shall use its reasonable best efforts to cause the Definitive Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders the Company stockholders as promptly as practicable after receipt of a no review decision or any further comments from the staff of the SEC on the Preliminary Information Statement. No filing of, or amendment or supplement to, the Preliminary Information Statement or the Definitive Information Statement will be made by the Company Common Stockwithout providing the Lenders a reasonable opportunity to review and comment reasonably and in good faith thereon, contain except to the extent doing so would not permit compliance with Applicable Law with respect thereto. If any untrue statement information relating to the Company, or any of its Affiliates, directors or officers, should be discovered by the Company which is required to be set forth in an amendment or supplement to the Definitive Information Statement, so that such document 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 therein, in light of the circumstances under which they are made, not misleading, the Company shall promptly notify the Lenders and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company stockholders. Parent further agrees that if it becomes aware that any information furnished by it would cause any The Company shall promptly notify the Lenders of the statements in receipt of any and all comments from the Information Statement to be false SEC or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment and of any request by the SEC or supplement the staff of the SEC for amendments or supplements to the Preliminary Information Statement will be made by Company without or the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC Definitive Information Statement for additional information and shall provide Parent supply the Lenders with copies of all such written comments correspondence between it or any of its representatives, on the one hand, and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) , on the other hand, with respect theretoto the Preliminary Information Statement, the Definitive Information Statement or the Restructuring Transactions. The Company shall provide Parent a reasonable opportunity respond to review any and all comments from the SEC or the staff of the SEC and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared any request by the SEC or after ten (10) calendar days have passed since the date of filing staff of the preliminary SEC for amendments or supplements to the Preliminary Information Statement with or the SEC without notice from the SEC of its intent to review the Definitive Information Statement, Company shall as promptly file with as practicable. Any response to the SEC and any amendments or supplements to the Preliminary Information Statement in definitive form as or the Definitive Information Statement shall be subject to the Lenders’ approval, which approval shall not be unreasonably withheld or delayed. The issuance of the Resulting Shares and the Charter Amendment contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared Company Stockholder Approval may not occur or filed with the SECbecome effective, as the case may be, and mail a copy prior to the end of the 20 calendar days’ waiting period after the Definitive Information Statement is sent to Company’s stockholders all holders of record Common Stock as of the Record Date in accordance with Sections 228 and 262 Rule 14c-2(b) of the DGCLExchange Act.
Appears in 1 contract
Samples: Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.)
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file Following the execution of this Agreement, in connection with the SEC no later than ten (10) calendar days after Written Consent, the date of Company will cause to be delivered to each Securityholder an information statement regarding the transactions contemplated by this Agreement (as it may be amended or supplemented from time to time, the “Information Statement”). The Information Statement shall contain will constitute an information statement for the Company’s solicitation of consent of the holders of Company Capital Stock with respect to the adoption of this Agreement and the approval of the Mergers and a notice of the availability of dissenters’ rights under the California Law. The Information Statement will also include (i) a statement to the notice effect that the Company Board has unanimously recommended that the holders of action by written consent required by Section 228(e) Company Capital Stock vote in favor of the DGCL adoption of this Agreement and the approval of the Mergers and (ii) a statement that adoption of this Agreement constitutes, among other things, approval by the notice holders of availability of appraisal rights and related disclosure required by Section 262 Company Capital Stock of the DGCL.
Securityholders’ Representative Reserve by the Securityholder Representative and the withholding of the Escrow Amount. With respect to the Participating Securityholders that are not “accredited investors” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (bthe “Securities Act”), Parent will prepare for inclusion in the Information Statement certain information required pursuant to Rule 502(b) under Regulation D promulgated under the Securities Act at least three Business Days prior to Closing (the “Parent Disclosure”). The Company represents and Company shallwarrants to Parent that, upon requestexcept for information supplied by Parent, furnish each other with all none of the information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice amendment or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agreessupplement thereto will contain, as to itself and its Subsidiaries, that none of the information supplied date of the delivery of such document or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common StockWritten Consent, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. At the Company’s request, Parent further agrees that if it becomes aware that any shall furnish to the Company such information furnished by it would about Parent as Parent deems reasonably necessary to cause any of the statements in the Information Statement to be false or misleading comply with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct applicable provisions of the Information StatementSecurities Act. Company The parties shall use its commercially reasonable best efforts to resolve all SEC comments with respect cooperate in preparing such other documentation to be provided to Securityholders as is required or advisable to exempt the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval issuance of the Parent (such approval not to be unreasonably withheld, conditioned Common Stock issued or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence issuable to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice Securityholders from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated registration under the Exchange Act substantially in Securities Act. The Company and Participating Securityholders shall have no liability for the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLParent Disclosure.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bionano Genomics, Inc)
Information Statement. (a) Parent and The Company shall cooperate and promptly prepare and Company shall promptly use commercially reasonable efforts to file the Preliminary Information Statement with the SEC no later than ten (10) calendar days as promptly as practicable after the date of this Agreement the Information Statementhereof. The Company shall use commercially reasonable efforts to cause the Definitive Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders the Company’s stockholders as promptly as practicable after receipt of a no review decision or any comments from the staff of the SEC on the Preliminary Information Statement. No filing of, or amendment or supplement to, the Preliminary Information Statement or the Definitive Information Statement will be made by the Company Common Stockwithout providing MSK a reasonable opportunity to review and comment reasonably and in good faith thereon, contain except to the extent doing so would not permit compliance with applicable law with respect thereto. If any untrue statement information relating to the Company, or any of its Affiliates, directors or officers, should be discovered by the Company which is required to be set forth in an amendment or supplement to the Definitive Information Statement, so that such document 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 therein, in light of the circumstances under which they are made, not misleading, the Company shall promptly notify MSK and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to the Company’s stockholders. Parent further agrees that if it becomes aware that any information furnished by it would cause any The Company shall promptly notify MSK of the statements in receipt of any and all comments from the Information Statement to be false SEC or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment and of any request by the SEC or supplement the staff of the SEC for amendments or supplements to the Preliminary Information Statement will be made by Company without or the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC Definitive Information Statement for additional information and shall provide Parent supply MSK with copies of all such written comments correspondence between the Company or any of its representatives, on the one hand, and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) , on the other hand, with respect thereto, to the Preliminary Information Statement or the Definitive Information Statement. The Company shall provide Parent a use commercially reasonable opportunity efforts to review respond to any and all comments from the SEC or the staff of the SEC and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared any request by the SEC or after ten (10) calendar days have passed since the date of filing staff of the preliminary SEC for amendments or supplements to the Preliminary Information Statement with or the SEC without notice from the SEC of its intent to review the Definitive Information Statement, Company shall as promptly file with as practicable. Any response to the SEC and any amendments or supplements to the Preliminary Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under or the Exchange Act substantially in Definitive Information Statement shall be subject to the form previously cleared approval of MSK, which approval shall not be unreasonably withheld or filed with the SEC, as the case may be, and mail a copy delayed. The issuance of the Underlying Shares shall be limited to 1,850,283 shares of Common Stock (the “Exchange Cap”, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) until the expiration of the twenty (20) calendar days’ waiting period after the Definitive Information Statement is sent to Company’s stockholders all holders of Common Stock as of the record date in accordance with Sections 228 and 262 Rule 14c-2(b) of the DGCLExchange Act. In the event that any Purchaser shall sell or otherwise transfer any of its Notes or Warrants, the transferee shall be allocated a pro rata portion of the Exchange Cap, and the restrictions herein shall apply to such transferee with respect to the portion of the Exchange Cap allocated to such transferee.
Appears in 1 contract
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement shall contain (i) be filed by the notice of action by written consent required by Section 228(e) Company with the Commission within ten Business Days of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 date of the DGCL.
(b) Parent Closing and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary neither it nor any amendment or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agreessupplement thereto, as so filed or mailed to itself and its Subsidiaries, that none stockholders of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common StockCompany, shall contain any 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 made therein not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein not Majority Consent that has become false or misleading, to promptly inform Company and to take appropriate steps to correct . In connection with the Information Statement. Statement and the Majority Consent, the Company shall use its reasonable best efforts to resolve comply in all SEC respects with Regulation 14(c) of the Exchange Act and the rules and regulations thereunder. The Company shall provide a copy of any written comments received from the Commission, and any written responses thereto, with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC within one Business Day of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared receipt or filed with the SECdelivery thereof, as the case may be, and shall use its best efforts to respond to such comments on, obtain Commission approval of and mail a copy to the stockholders of the Company the Information Statement as soon as possible following the date hereof. The Company shall notify the Investor in writing at least five Business Days prior to the date that is the last day of the 20-day period commencing on the mailing date of the Information Statement to Company’s stockholders of record the Company contemplated by Rule 14c-2(b) with respect to the Information Statement and the Majority Consent, which notice shall specify the last day of such 20-day period. The limitation on the increase in accordance with Sections 228 and 262 the number of shares of Common Stock issuable upon the conversion into Common Stock of the DGCLNote as contained in Section 3(d) thereof (the "Conversion Share Limit") shall automatically terminate and be of no force or effect ab initio (the "Conversion Share Limit Termination") at the end of the 20-day period referenced above, and any such increases that would have occurred but for the effectiveness of the Conversion Share Limit shall be effected for all purposes. After the Conversion Share Limit Termination, the transactions contemplated by this Agreement, including the issuance of the Note without any such limitation on the number of shares of Common Stock issuable upon conversion thereof, shall be in full compliance with the Amex Stockholder Approval Requirements.
Appears in 1 contract
Samples: Senior Subordinated Secured Convertible Note and Warrant Purchase Agreement (Gse Systems Inc)
Information Statement. (a) Parent and Company shall cooperate and As promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days as practicable, but in any event within seven days, after the date of this Agreement the Information Statement. The Information Statement Agreement, Parent shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all prepare an information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with statement describing the Merger and the other transactions contemplated by this Agreementthereby (the "INFORMATION STATEMENT") and deliver the same to the Company. Parent agreesThe Company, as in accordance with Section 5.2(c) hereof, shall mail or otherwise deliver to itself and its Subsidiariesthe Company Equityholders, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in among other things, the Information Statement will when filed with along with, in the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any case of the statements in Company Stockholders, a notice of meeting and proxy card requesting that the Company Stockholders adopt this Agreement and approve the Merger either (i) at such meeting or (ii) by such proxy card. Both Parent and the Company shall use commercially reasonable efforts to cause the Information Statement to be false or misleading comply with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct information requirements of Rule 502 of Regulation D promulgated under the Information StatementSecurities Act ("RULE 502"). The Company shall use its commercially reasonable best efforts to resolve all SEC comments promptly furnish Parent information concerning the Company that may be required to satisfy the information requirements of Rule 502 in connection with respect any action contemplated by this Section 5.2. If any event relating to the Information Statement as promptly as reasonably practicable after receipt thereof and to have Company or Parent occurs, or if the Information Statement cleared by the staff Company or Parent becomes aware of the SEC as promptly as reasonably practicable after such filing.
(c) No any information, in either case that should be disclosed in an amendment or supplement to the Information Statement will be made Statement, then Parent shall promptly prepare such amendment or supplement, following prompt notice by the Company without of such required disclosure if relating to the approval of Company, and the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice distribute the same to Parent the stockholders of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SECCompany. The Company shall not submit any response letters or other correspondence use commercially reasonable efforts to assist Parent in obtaining such information as Parent reasonably requires to allow Parent to determine the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments number and nature of the SEC Company Stockholders in their capacity as purchasers (or the staff as such term is used under Rule 506 of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 Regulation D promulgated under the Exchange Act substantially in the form previously cleared or filed Securities Act). In connection with the SEC, as the case may be, and mail a copy distribution of the Information Statement to Company’s stockholders the Company Equityholders, the Company shall include, and shall use its commercially reasonable efforts to cause each Company Equityholder to complete and return, an investor status questionnaire in substantially the form attached hereto as EXHIBIT L (the "STATUS LETTER"). To the extent that Parent reasonably determines that a Company Equityholder is not an "ACCREDITED INVESTOR" (as such term is defined in Rule 501(a) of record Regulation D promulgated under the Securities Act), each of Parent and the Company agrees that it shall use its commercially reasonable efforts to cause all such Company Equityholders to use a "PURCHASER REPRESENTATIVE" (as defined in accordance with Sections 228 Rule 501(h)) to assist such Company Equityholders in evaluating the Information Statement and 262 of the DGCLinvestment decisions represented by this Agreement, the Merger and the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Mitokor)
Information Statement. (a) Parent As soon as practicable after the execution --------------------- of this Agreement, Company shall prepare, with the cooperation of SciQuest, the Information Statement for the stockholders of Company to approve this Agreement, the Certificate of Merger and the transactions contemplated hereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of SciQuest Common Stock to be received by the holders of Company Capital Stock in the Merger. SciQuest and Company shall cooperate each use reasonable commercial efforts to cause the Information Statement to comply with applicable federal and promptly prepare state securities laws requirements. Each of SciQuest and Company shall provide promptly file with to the SEC no later than ten (10) calendar days after other such information concerning its business and financial statements and affairs as, in the date reasonable judgment of this Agreement the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. The Company will promptly advise SciQuest, and SciQuest will promptly advise Company, in writing if at any time prior to the Effective Time either Company or SciQuest, as applicable, shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) recommendation of the DGCL Board of Directors of Company that Company stockholders approve the Merger and (ii) this Agreement and the notice of availability of appraisal rights and related disclosure required by Section 262 conclusion of the DGCLBoard of Directors that the terms and conditions of the Merger are advisable and fair and reasonable to and in the best interest of the stockholders of Company. Anything to the contrary contained herein notwithstanding, neither party shall include in the Information Statement any information with respect to the other party, the form and content of which information shall not have been approved by such other party prior to such inclusion.
(b) Parent SciQuest and Company shallshall use commercially reasonable efforts to effect the issuance of the shares of SciQuest Common Stock to be issued pursuant to Section 1.6 in a private placement pursuant to Section 4(2) of the Securities ----------- ------------ Act. The parties hereto acknowledge and agree that: (i) as a condition to the issuance of shares to any particular stockholder of the Company, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and SciQuest shall be entitled to obtain from such stockholder a Stockholder Certificate in the form attached hereto as Exhibit C (or such other matters form as may shall be reasonably necessary or advisable --------- satisfactory to SciQuest) ("Stockholder Certificate") and that SciQuest will be ----------------------- relying upon the representations made by such stockholder of Company in the applicable Stockholder Certificate in connection with the Information Statement or any other statementissuance of SciQuest Common Stock to such stockholder, filing, notice or application made by or on behalf (ii) the shares of Parent, Company or any of their respective Subsidiaries SciQuest Common Stock so issued pursuant to any Governmental Entity in connection with Section 1.6 will not be registered under the Merger Securities Act ----------- and will constitute "restricted securities" within the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none meaning of the information supplied or Securities Act; and (iii) the certificates representing the shares of SciQuest Common Stock shall bear appropriate legends to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in identify such privately placed shares as being restricted under the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleadingSecurities Act, to promptly inform Company and comply with applicable state securities laws and, if applicable, to take appropriate steps to correct notice the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff restrictions on transfer of the SEC as promptly as reasonably practicable after such filingshares.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Sciquest Com Inc)
Information Statement. (a) Parent and Company shall cooperate and As promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after as reasonably practicable following the date of this Agreement Agreement, APTI and CCHI shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable Information Statement, pursuant to Section 14(c) of the Securities and Exchange Act of 1934, (the “Information Statement”). Each of APTI and CCHI shall use reasonable best efforts to have the Information Statement cleared by the SEC. Each of APTI and CCHI shall, as promptly as practicable after receipt thereof, provide the other parties with copies of any written comments, and advise each other of any oral comments, with respect to the Information Statement received from the SEC. APTI and CCHI shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement prior to filing such with the SEC, and each will provide each other party 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 Information Statement shall be made without the approval of both APTI and CCHI, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Information Statement. The Information Statement , this right of approval shall contain (i) apply only with respect to information relating to the notice other party or its business, financial condition or results of action by written consent required by Section 228(e) of the DGCL operations; and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shallprovided, upon requestfurther, furnish each other with all information concerning themselvesthat APTI, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with a change in the recommendation of the APTI Board as to the Transaction, and CCHI, in connection with a change in the recommendation of the CCHI Board as to the Transaction, may amend or supplement the Information Statement (including by incorporation by reference) to effect such a change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors’ deliberations and conclusions accurately described. APTI will use reasonable best efforts to cause the Information Statement to be mailed to APTI shareholders, as promptly as practicable after the Information Statement has been reviewed and approved for mailing. If, at any other statementtime prior to the Effective Time, filingany information relating to APTI or CCHI, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries Affiliates, officers or directors, is discovered by APTI or CCHI and such information should be set forth in an amendment or supplement to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders so that any of Company Common Stock, contain such documents would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent further agrees that if it becomes aware that any , the party hereto discovering such information furnished by it would cause any of shall promptly notify the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleadingother parties and, to promptly inform Company and to take the extent required by law, rules or regulations, an appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will describing such information shall be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications filed with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence disseminated to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLAPTI.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (American Post Tension, Inc.)
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after Following the date of this Agreement, Company shall prepare, with the cooperation of Parent, an information statement for the holders of Company Capital Stock to approve this Agreement and the transactions contemplated hereby (the “Information Statement”). The Information Statement shall contain (i) constitute a disclosure document for the notice of action by written consent required by Section 228(e) offer and issuance of the DGCL and (ii) the notice shares of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries Common Stock pursuant to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Company and Parent agrees, as shall each use commercially reasonable efforts to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and Company agree to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be false required or misleading with respect to any material factappropriate for inclusion in the Information Statement, or to omit to state in any material fact necessary to make the statements therein not false amendments or misleadingsupplements thereto, to promptly inform Company and to take appropriate steps cause its counsel and auditors to correct cooperate with the other’s counsel and auditors in the preparation of the Information Statement. Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time of Merger I either shall use its reasonable best efforts obtain knowledge of any facts that might make it necessary or appropriate to resolve all SEC comments with respect to amend or supplement the Information Statement as promptly as reasonably practicable after receipt thereof and in order to have make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Subject to Section 5.2(a)(ii), (A) the Information Statement cleared shall include a statement to the effect that the board of directors of Company unanimously recommends that Company’s stockholders vote to adopt this Agreement (the unanimous recommendation of Company’s board of directors that Company’s stockholders vote to adopt this Agreement being referred to as the “Company Board Recommendation”); and (B) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the staff board of directors of Company or any committee thereof to withdraw or modify the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice Board Recommendation in a manner adverse to Parent of any correspondence shall be adopted or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SECproposed. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing include in the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) information with respect theretoto Parent or its affiliates, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy content of the Information Statement which information shall not have been approved by Parent prior to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLsuch inclusion.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Vaxgen Inc)
Information Statement. (a) Parent and Each document required to be filed by Seller or the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after or required to be distributed or otherwise disseminated to the date of Seller’s stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14C information statement of Seller (the “Information Statement”), to be filed with the SEC in connection with the Acquisition, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.24(a) shall not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to Seller or the Company by Buyer specifically for use therein.
(b) The Information Statement, as supplemented or amended, if applicable, at the time such Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) or any amendment or supplement thereto is first mailed to stockholders of the DGCL Company, and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 Company Disclosure Documents, if any, (other than the Information Statement), at the time of the DGCL.
(b) Parent and filing of such Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement Disclosure Document or any other statement, filing, notice supplement or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC amendment thereto and at the time it is mailed to holders of Company Common Stockany distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading. Parent further agrees that if it becomes aware that any The representations and warranties contained in this Section 3.24(b) shall not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to Seller or the Company by it would cause any Buyer specifically for use therein.
(c) None of the statements in the Information Statement to be false or misleading information with respect to Seller, the Company or any of Seller’s affiliates that Seller or the Company furnishes to Buyer for use in any filings required to be made by Buyer with the SEC in connection with the Acquisition or the transactions contemplated by this Agreement, if any, at the time of such filings, and at the time of Closing, will contain any untrue statement of a material fact, fact or to omit to state any material fact necessary in order to make the statements therein not false or misleadingmade therein, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff in light of the SEC as promptly as reasonably practicable after such filingcircumstances under which they were made, not misleading.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: LLC Membership Interest Purchase Agreement (Vie Financial Group Inc)
Information Statement. (a) Parent and As soon as practicable after the execution of this Agreement, Company shall cooperate and promptly prepare and an information statement for the Company shall promptly file with the SEC no later than ten (10) calendar days after the date of Shareholders to approve this Agreement and the Agreement of Merger (the "Information Statement"). The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may to be reasonably necessary or advisable submitted to Company's Shareholders in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any solicitation of their respective Subsidiaries to any Governmental Entity in connection with approval of the Merger and this Agreement shall be subject to review and reasonable approval by Parent and shall include information regarding the other transactions contemplated by Company, the terms of the Merger and this Agreement, and the recommendation of the Board of Directors of Company in favor of the Merger and this Agreement. Parent agreesAnything to the contrary contained herein notwithstanding, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference shall not include in the Information Statement will when filed any information with respect to Parent or its affiliates or associates, the SEC form and content of which shall not have been approved by Parent prior to such inclusion, provided that Parent and Merger Sub shall be deemed to have approved of such form and content if it does not respond to the Company within five (5) days of its submission to Parent. Parent and Merger Sub agree to cooperate and provide appropriate, publicly available information upon request by Company or its counsel and to respond to requests for Parent's consent to the inclusion of such information with respect to Parent, Merger Sub or their affiliates or associates within five (5) days after any such request. If, at any time after the time it is mailed delivery of the Information Statement to holders the Company Shareholders but prior to the Effective Time, Company becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made, not misleading, Company Common Stockshall as promptly as practicable deliver to the Company Shareholders a supplement to the Information Statement that causes the Information Statement, as so supplemented, not to 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 made therein, in light of the circumstances under which made, not misleading.
(b) Company shall promptly submit this Agreement (including the Exhibits hereto) and the Merger to the Company Shareholders for approval and adoption as provided by California Law and the articles of incorporation and bylaws of Company and other applicable agreements. Parent further agrees Such submission, and any proxy or consent in connection therewith, shall (i) specify that if it becomes aware that any information furnished adoption of this Agreement shall constitute approval by it would cause any the Shareholders of the statements escrow, holdback and indemnification obligations of the Company Shareholders set forth in the Information Statement Escrow Agreement, Article I and Article VIII hereof and the withholding of the Escrow Amount and the Holdback Amount, (ii) include an approval by the Company Shareholders of the appointment of Xxx Xxxxx as Shareholder Representative, under and as defined in this Agreement, (iii) include an approval by the Company Shareholders of entering into the Escrow Agreement, and (iv) include an approval by the Company Shareholders of amendment to be false or misleading with respect to any material factthe Company's articles of incorporation which provides, or to omit to state any material fact necessary to make among other things, for the statements therein not false or misleading, to promptly inform Company amendment of the notice period required for mergers and to take appropriate steps the effect that the transactions contemplated by this Agreement and the Merger shall not constitute a deemed liquidation of Company under the Company's articles of incorporation. If Company will have a shareholder meeting to correct approve this Agreement and the Information StatementMerger, Company shall consult with Parent regarding the date of the Company Shareholders' meeting to approve this Agreement and the Merger (the "Company Shareholders' Meeting") and shall not postpone or adjourn (other than for absence of a quorum) the Company Shareholders' Meeting without the consent of Parent. The preceding sentence shall not be construed to prohibit Company from obtaining shareholder approval of this Agreement and the Merger by an action of written consent of the Company Shareholders pursuant to Section 603 of California Law. Company shall use its reasonable best efforts to resolve all SEC comments with respect to obtain the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff consent of the SEC Company Shareholders holding at least ninety percent (90%) of the Company Stock and as promptly as reasonably practicable after such filingrequired under the Company's articles of incorporation and bylaws and under California law to approve the Merger and this Agreement.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since From the date of filing this Agreement until the Company Shareholders shall have approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (i) the Board of Directors of Company shall recommend that the Company Shareholders vote in favor of and approve this Agreement, the Merger and the other transactions contemplated by this Agreement; and (ii) neither the Board of Directors of Company nor any committee thereof shall withhold, withdraw, amend, modify, change or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to Parent, the recommendation of the preliminary Information Statement with Board of Directors of Company that the SEC without notice from Company Shareholders approve this Agreement, the SEC of its intent to review Merger and the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as other transactions contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLthis Agreement.
Appears in 1 contract
Information Statement. (a) Parent and As contemplated by clause (e) of Section 2.32, the Company shall cooperate and promptly prepare and Company shall promptly file with obtain the SEC no later than ten (10) calendar days after approval of the date of this Agreement Company’s stockholders to the Information Statement. The Information Statement shall contain (i) the notice of action Charter Amendment by written consent required by Section 228(e) and the Purchasers shall promptly execute and deliver such written consent to the Company in accordance with NRS 78.230 voting all shares of the DGCL and (ii) the notice Company’s capital stock held by them in favor of availability of appraisal rights and related disclosure required by Section 262 approval of the DGCLCharter Amendment.
(b) Parent As soon as reasonably practicable following the Closing Date, but no later than 10 Business Days thereafter, the Company shall prepare and file the Information Statement with the SEC. The Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders the Purchasers shall cooperate and such other matters as may be reasonably necessary consult in the preparation and filing of the Information Statement and any amendment or advisable in connection with supplement thereto. The Company shall not file the Information Statement or any other statement, filing, notice amendment or application made by or on behalf of Parent, Company or any of their respective Subsidiaries supplement to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with without providing the SEC Purchasers a reasonable opportunity to review and at comment thereon (which comments shall be reasonably considered by the time it is mailed to holders of Company Common Stock, contain any 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 not misleadingCompany). Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. The Company shall use its commercially reasonable best efforts to resolve resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have cause the Information Statement in definitive form to the cleared by the staff of SEC and mailed to the SEC Company’s stockholders as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications following filing with the SEC. The Company shall not submit any response letters or other correspondence agrees to consult with the Purchasers prior to responding to SEC comments with respect to the SEC without preliminary Information Statement. Each of the approval of Parent (such approval not Parties agree to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing correct any information provided by it for use in the Information Statement (which shall have become false or any amendment or supplement thereto) or responding to any comments of misleading and the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable (i) notify the Purchasers of the receipt of any comments from the SEC with respect to the Information Statement and any request by the SEC for any amendment to the Information Statement or for additional information and (ii) provide the Purchasers with copies of all written correspondence between the Company, on the one hand, and the SEC, on the other hand, with respect to the Information Statement.
(c) As soon as reasonably practicable following the 20th day after the Information Statement in definitive form as contemplated is cleared by Rule 14c–2 promulgated under the Exchange Act substantially in SEC and mailed to the form previously cleared or filed Company’s stockholders, but no later than two Business Days thereafter, the Company shall file the Charter Amendment with the SEC, as the case may be, and mail a copy Secretary of State of the Information Statement to Company’s stockholders State of record in accordance with Sections 228 and 262 of the DGCLNevada.
Appears in 1 contract
Information Statement. (a) Parent As promptly as reasonably practicable after the date hereof, the Company shall take all steps within its control required under Section 228 of the DGCL and Regulation 14C promulgated under the Exchange Act to cause the approval and adoption of the Amendments to become effective under the DGCL. Without limiting the generality of the foregoing, the Investors and the Company shall cooperate and promptly prepare and the Company shall promptly file with the SEC no later as soon as practicable an information statement with respect to the Amendments (the "Information Statement"). The Company will cause the Information Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and Regulation 14C thereunder. The Company shall use its reasonable best efforts, and the Investors will cooperate with the Company, to have the Information Statement cleared by the SEC as promptly as practicable. The Company will provide the Investors with a copy of the preliminary Information Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with the Investors in connection therewith. The Company shall, as promptly as practicable, (i) notify the Investors of any comments (other than ten immaterial comments) received from the SEC with respect to the Information Statement and of any request by the SEC for amendments or supplements to the Information Statement or for additional information, (10ii) calendar days after provide the date Investors with copies of this Agreement all correspondence between the Company and the SEC with respect to the Information Statement and (iii) advise the Investors of any verbal or telephonic comments received from the SEC with respect to the Information Statement. The Information Statement Company shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with mail the Information Statement or any other statement, filing, notice or application made by or on behalf to its stockholders as soon as practicable following the clearance of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC SEC. The Company agrees that the Information Statement and each amendment or supplement thereto at the time it is mailed to holders of Company Common Stock, contain any mailing thereof will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent further agrees ; provided, however, that if it becomes aware the foregoing shall not apply to the extent that any information furnished by it would cause any such untrue statement of the statements in the Information Statement to be false a material fact or misleading with respect to any material fact, or to omit omission to state any a material fact necessary was made by the Company in reliance upon and in conformity with written information concerning the Investors furnished to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct by the Investors specifically for use in the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by the Company without the approval of the Parent Investors (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned withheld or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Stock Purchase Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)
Information Statement. (a) Parent and As soon as practicable after the execution of --------------------- this Agreement, Company shall cooperate and promptly prepare and Company shall promptly file prepare, with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf cooperation of Parent, and furnish to its shareholders an Information Statement for the shareholders of Company or any of their respective Subsidiaries to any Governmental Entity in connection with approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself The Information Statement shall constitute a disclosure document for the offer and its Subsidiaries, that none issuance of the information supplied or shares of Parent Common Stock to be supplied received by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common StockCapital Stock in the Merger and a proxy statement for solicitation of shareholder consent to or approval of this Agreement, contain any 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 not misleadingMerger and the other transactions contemplated hereby. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall each use its reasonable best efforts to resolve all SEC comments with respect to cause the Information Statement as to comply with applicable federal and state securities laws requirements. Each of Parent and Company agrees to provide promptly as reasonably practicable after receipt thereof to the other such information concerning it and to have its respective affiliates, directors, officers and securityholders as, in the Information Statement cleared by the staff reasonable judgment of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment other party or supplement to the Information Statement will its counsel, may be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned required or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, appropriate for inclusion in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the SEC other's counsel and auditors in the preparation of the Information Statement. Company will promptly advise Parent, and Parent will promptly advise Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in definitive form as order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Company that the Company shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated by Rule 14c–2 promulgated under this Agreement, and the Exchange Act substantially conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable and in the form previously cleared or filed with best interests of Company and its shareholders. Anything to the SECcontrary contained herein notwithstanding, as the case may be, and mail a copy of Company shall not include in the Information Statement any information with respect to Company’s stockholders Parent or its affiliates or associates, the form and content of record in accordance with Sections 228 and 262 of the DGCLwhich information shall not have been expressly approved by Parent prior to such inclusion.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digital Island Inc)
Information Statement. (a) Parent Promptly following the execution and delivery of this Agreement the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later an information statement describing the transactions contemplated by the Transaction Documents, disclosing that t he stockholders of the Company have irrevocably consented to the issuance of the Securities and the other transactions contemplated hereby in accordance with applicable law, the Company’s Articles of Incorporation and Bylaws and the applicable requirements of Nasdaq and otherwise meeting the requirements of Section 14(c) of the 1934 Act and the rules promulgated thereunder (the “Information Statement”) and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such Information Statement to the stockholders of the Company not less than ten (10) 20 calendar days after prior to the date Closing Date, or such longer period as may be required by applicable law or the Company’s Articles of this Agreement Incorporation or Bylaws. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Information Statement. The Company will comply with Section 14(c) of the 1934 Act and the rules promulgated thereunder connection with the preparation and mailing of the Information Statement, and the Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) not, as of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with date that the Information Statement (or any other statementamendment thereof or supplement thereto) is first mailed to stockholders or at the Closing Date, filingcontain any statement which, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time and in the light of the circumstances under which it is mailed to holders of Company Common Stockmade, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be is false or misleading with respect to any material fact, or to omit which omits to state any material fact necessary in order to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps misleading or necessary to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments any statement in any earlier communication with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have same subject matter which has become false or misleading. If the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement Company should discover at any time prior to the Information Statement will be made by Closing Date, any event relating to the Company without the approval or any of the Parent (such approval not its Subsidiaries or any of their respective affiliates, officers or directors that is required to be unreasonably withheld, conditioned set forth in a supplement or delayed). Company shall promptly provide notice amendment to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with in addition to the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated Company's obligations under the Exchange Act substantially in 1934 Act, the form previously cleared or filed with Company will promptly inform the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLInvestors thereof.
Appears in 1 contract
Information Statement. (a) Parent and The Company shall cooperate and promptly shall, with the reasonable assistance of Parent, prepare and Company shall promptly file with the SEC SEC, as promptly as practicable (and no later than ten twenty (1020) calendar days Business Days) after the date of this Agreement Agreement, a written information statement of the Information Statement. The Information Statement shall contain type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Written Consent, the Merger and the Transactions, (ii) the notice of action by written consent required by Section 228(e) of the DGCL and (iiiii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCLDGCL (such information statement, as amended or supplemented in accordance with the terms hereof, the “Information Statement”). Parent and Merger Sub shall furnish to the Company all information as may be reasonably requested concerning themselves and their controlled Affiliates that is required to be included in the Information Statement pursuant to applicable Law and shall promptly provide such other assistance in the preparation of the Information Statement as may be reasonably requested by the Company from time to time.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with Prior to the filing of the Information Statement (or any other statementamendment or supplement thereto), filing, notice or application made by or on behalf of Parent, Company or any dissemination thereof to the stockholders of their respective Subsidiaries the Company, or responding to any Governmental Entity in connection comments from the SEC with respect thereto, the Merger and the other transactions contemplated by this Agreement. Company shall provide Parent agrees, as to itself and its Subsidiariescounsel with a reasonable opportunity to review and to comment on such document or response, that none which the Company shall consider in good faith. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the information supplied SEC or its staff or any request from the SEC or its staff for amendments or supplements to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and at its staff, on the time it is mailed other hand, relating to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have thereof. The Company shall cause the Information Statement cleared by the staff to be mailed to holders of Company Common Stock (as of the SEC date the Written Consent is effective) as promptly as reasonably practicable after such filingthe first to occur of: (i) confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or (iii) expiration of the 10-day period after filing in the event the SEC does not review the Information Statement.
(c) No The Company agrees that the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act. The Company and Parent agree, as to themselves only, that, at the time it is filed with the SEC, at the time it is first mailed to the holders of shares of Company Common Stock or at the time of any amendment or supplement thereof, the Information Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no party assumes any responsibility with respect to any statements or information supplied by or on behalf of the other party, its Affiliates or its or their respective Representatives for inclusion or incorporation by reference in the Information Statement.
(d) If at any time prior to the Closing any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a party, which information should be set forth in an amendment or supplement to the Information Statement will be made Statement, the party that discovers such information shall promptly notify the other party and the Company shall prepare (with the assistance, if applicable, of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by Company without the approval applicable Law. Each of the Company, Parent and Xxxxxx Sub agrees to promptly (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of i) correct any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing information provided by it specifically for use in the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review if and to propose comments on the extent that such document information shall have become false or response misleading in any material respect and shall, (ii) supplement the information provided by it specifically for use in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by to include any information that shall become necessary in order to make the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review statements in the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy light of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLcircumstances under which they were made, not misleading.
Appears in 1 contract
Information Statement. (a) Parent and Promptly after the execution of this Agreement, the Company shall cooperate prepare the Information Statement and promptly prepare and Company shall promptly file the same with the SEC as soon as reasonably practicable, but in no event later than ten thirty (1030) calendar days Business Days after the date of this Agreement the Information StatementClosing Date. The Information Statement shall contain (i) constitute an information circular informing the stockholders of the Company of receipt of the Stockholder Approval. Other than with respect to any information provided by or on behalf of any Purchaser, the Company will cause the Information Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. The Company shall use commercially reasonable efforts to cause the Information Statement to be cleared by the SEC as promptly as practicable after its filing with the SEC. The Company will advise the Purchasers promptly after it receives oral or written notice of action any request by written consent required the SEC for amendment to the Information Statement or comments thereon and responses thereto or requests by Section 228(e) the SEC for additional information and will promptly provide each of the DGCL and (ii) Purchasers with copies of any written communication from the notice of availability of appraisal rights and related disclosure required by Section 262 SEC or any state securities commission. The Company shall use commercially reasonable efforts, after consultation with the Purchasers, to resolve all such requests or comments with respect to the Information Statement as promptly as practicable after receipt thereof. Each Purchaser shall cooperate with the Company in the preparation of the DGCL.
(b) Parent Information Statement and Company such Purchaser shall, upon request, furnish each other the Company with all such information concerning themselvesit and its Affiliates, their Subsidiariesif any, directors, officers and stockholders and such other matters as the Company may be reasonably necessary or advisable determine is required in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none preparation of the information supplied Information Statement. No filing of, or amendment or supplement to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed be made by the Company without consulting with the SEC Purchasers and at without providing each Purchaser the time opportunity to review and comment thereon. The Company shall cause the Information Statement to be mailed (or otherwise electronically provided) to the stockholders of the Company as promptly as practicable after it is mailed to holders permitted under the Exchange Act. The Company shall, promptly upon becoming aware of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it that would cause (i) any of the statements in the Information Statement to be false or misleading with respect to any material fact, fact or (ii) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to each Purchaser and, upon consultation with such Purchaser, take appropriate necessary steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect Each Purchaser shall, promptly upon becoming aware of any information furnished by it pursuant to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff forth immediately preceding sentence that would cause (x) any of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, statements in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to be false or misleading with respect to any material fact or (y) the Information Statement to omit to state any material fact necessary to make the statements therein not false or misleading, inform the Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Securities Purchase Agreement (Harbinger Group Inc.)
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with Immediately following the SEC no later than ten (10) calendar days after the date execution of this Agreement by the Information StatementCompany, the Company shall duly take all lawful action to obtain the Requisite Stockholder Approval. The Information Statement shall contain (i) Immediately following the notice of action by written consent required by Section 228(e) receipt of the DGCL and (ii) Requisite Stockholder Approval, the notice Company shall deliver evidence of availability of appraisal rights and related disclosure required by Section 262 of the DGCLsuch approval to Parent.
(b) Parent and As expeditiously as possible following the date hereof, the Company shallshall (i) complete the preparation of an information statement accurately describing this Agreement, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none provisions of Section 262 of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in DGCL (the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the “Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
”), (cii) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments comment on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by and (iii) thereafter deliver the SEC or after ten (10) calendar days have passed since Information Statement to those Company Stockholders that did not execute the date Stockholder Written Consent for the purpose of filing informing them of the preliminary Information Statement approval of the Merger, the adoption of this Agreement in accordance with Section 228 of the DGCL and their rights under Section 262 of the DGCL and seeking their consent. The information furnished in any document mailed, delivered or otherwise furnished to the Company Stockholders in connection with the SEC without notice from solicitation or their consent to, and adoption of, this Agreement and the SEC approval of its intent to review the principal terms of the Merger, including the statements in the Information Statement, will not contain, at or prior to the Effective Time, any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(c) Prior to the Effective Time, the Company shall promptly file with notify the SEC holders of Company Stock and Company Options of the Information Statement in definitive form Transaction contemplated hereby, to the extent required by the terms and conditions of this Agreement, the Company Organizational Documents, the Company Plans, any Legal Requirement (including the DGCL) or other agreements or instruments governing such securities and as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLherein.
Appears in 1 contract
Samples: Merger Agreement (Vmware, Inc.)
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 14c—2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Neff Corp)
Information Statement. (a) Parent and As promptly as reasonably practicable after the date hereof, but in no event more than seven Business Days after the date hereof, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC Commission the Preliminary Information Statement, relating to the Stockholder Approval, which shall include that stockholders of the Company have voted in favor of the adoption and approval of all shares of Common Stock exceeding the 19.99% Cap subject to Stockholder Approval, the transactions contemplated herein, the issuance of the Second Tranche Warrants and the underlying Second Tranche Warrant Shares. The Company shall use commercially reasonable efforts to cause the Definitive Information Statement to be filed with the Commission and mailed to the Company stockholders as promptly as reasonably practicable after receipt of a no later than ten (10) calendar days after review decision or any comments from the date staff of this Agreement the Commission on the Preliminary Information Statement. The Information Statement shall contain (i) No filing of, or amendment or supplement to, the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Preliminary Information Statement or any other statement, filing, notice or application the Definitive Information Statement will be made by or on behalf of Parentthe Company without providing the Holder’s outside counsel at least two Business Days to review and comment reasonably and in good faith thereon. If any information relating to the Company, Company or any of their respective Subsidiaries to any Governmental Entity in connection with its Affiliates, directors or officers, should be discovered by the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, Company that none of the information supplied or is required to be supplied by it set forth in an amendment or supplement to Company in writing specifically for inclusion or incorporation by reference in the Definitive Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common StockStatement, contain so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they are made, not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of , the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to promptly notify the Information Statement as promptly as reasonably practicable after receipt thereof Holder’s outside counsel and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and, to the Information Statement will be made extent required by Company without applicable Law, disseminated to the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed)Company’s stockholders. The Company shall promptly provide notice to Parent notify the Holder’s outside counsel of the receipt of any correspondence or communications with or and all comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (Commission or the staff of the SEC) Commission and of any request by the Commission or the staff of the Commission for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement for additional information and shall supply the Holder’s outside counsel with copies of all written correspondence between the Company or any of its representatives, on the one hand, and the Commission or the staff of the Commission, on the other hand, with respect thereto, to the Preliminary Information Statement or the Definitive Information Statement. The Company shall provide Parent a use commercially reasonable opportunity efforts to review respond to any and all comments from the Commission or the staff of the Commission and to propose comments on such document any request by the Commission or response and shallthe staff of the Commission for amendments or supplements to the Preliminary Information Statement or the Definitive Information Statement, in good faith, consider the reasonable comments of Parent. As as promptly as reasonably practicable after practicable. Any response to the Commission and any amendments or supplements to the Preliminary Information Statement has been cleared or the Definitive Information Statement shall be subject to the approval of Xxxxxx’s outside counsel, which approval shall not be unreasonably withheld or delayed. The issuance of the shares of Common Stock exceeding the 19.99% Cap contemplated by the SEC Stockholder Approval may not occur or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SECbecome effective, as the case may be, and mail a copy prior to the end of the 20 calendar days’ waiting period after the Definitive Information Statement is sent to Company’s stockholders all holders of Common Stock as of the record date in accordance with Sections 228 and 262 Rule 14c-2(b) of the DGCLExchange Act.
Appears in 1 contract
Samples: Warrant Agreement (Sunpower Corp)
Information Statement. (a) Parent and Company Each Party shall cooperate with the other Party in the preparation of the preliminary and promptly the definitive Information Statement, including all amendments or supplements thereto. Carbon shall prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the preliminary Information Statement as promptly as reasonably practicable following the date of this Agreement Agreement. No filing of, or amendment or supplement to, the Information Statement will be made by Carbon without first providing the Purchaser a reasonable opportunity to review and comment on the portions expressly referencing Purchaser, and Carbon shall consider in good faith all reasonable additions, deletions and changes suggested by the Purchaser in connection therewith. If Carbon receives any comments from the SEC with respect to the preliminary Information Statement and any requests by the SEC for any amendment or supplement thereto or for additional information with respect to the preliminary Information Statement, Carbon shall respond as promptly as reasonably practicable to such comments. The Purchaser shall, as promptly as reasonably practicable, provide Carbon with such information as may be required to be included in the Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters or as may be reasonably necessary or advisable in connection required to respond to any comment of the SEC. As promptly as reasonably practicable after all comments received from the staff of the SEC have been cleared by the SEC, Carbon shall file the definitive Information Statement with the SEC and cause such definitive Information Statement to be mailed to its stockholders of record. If at any time prior to the Closing Date, any information relating to the Purchaser or any other statementCarbon, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries Affiliates, directors or officers, is discovered by the Purchaser or Carbon that should be set forth in an amendment or supplement to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agreesInformation Statement, as to itself and its Subsidiaries, so that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent further agrees , the Party that if it becomes aware that any discovers such information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from notify the SEC other Party, and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company Carbon shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the Information Statement in definitive form as contemplated extent required by Rule 14c–2 promulgated under applicable Legal Requirements, disseminate such amendment or supplement to the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLCarbon.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Carbon Energy Corp)
Information Statement. (ai) Parent and Company shall cooperate and As promptly prepare and Company shall promptly file with the SEC as reasonably practicable (but no later than ten twenty (1020) calendar days Business Days) after the date of this Agreement Agreement, the Information Statement. The Information Statement Company shall contain prepare and file with the SEC a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (iA) the information specified in Schedule 14C under the Exchange Act concerning the Stockholder Consent and the Merger, (B) the notice of action by written consent required by Section 228(e) of the DGCL and (iiC) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
DGCL (b) the “Information Statement”). Parent and shall provide the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers Parent and stockholders and such other matters Merger Sub as may be reasonably necessary or advisable requested by the Company in connection with the preparation, filing and distribution of the Information Statement and shall otherwise assist and cooperate with the Company in the preparation of the Information Statement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information with respect to it or provided by it for use in the Information Statement if and to the extent, in the absence of such a correction, the Information Statement would contain a misstatement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall disseminate such correction to the Company Stockholders in an amendment or supplement. The Company shall notify Parent promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Information Statement and shall promptly supply Parent with copies of all such comments, requests and any other written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other statementhand, filingwith respect to the Information Statement. The Company shall use its reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Information Statement and to resolve such comments with the SEC and cause the Information Statement to be filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act, notice and shall use its reasonable efforts to cause the Information Statement to be disseminated to the Company Stockholders as promptly as reasonably practicable after the first to occur of (1) confirmation from the SEC that it has no further comments on the Information Statement, (2) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or application (3) expiration of the ten (10)-day period after filing in the event the SEC does not review the Information Statement. Prior to the filing of the Information Statement (or any amendment or supplement thereto) or any dissemination thereof to the Company Stockholders, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and to comment on such document or response and the Company shall consider in good faith all comments reasonably proposed by Parent.
(ii) The Company agrees that the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and that, at the time it is filed with the SEC, at the time it is first mailed to the Company Stockholders or at the time of any amendment or supplement thereof, the Information Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements included or incorporated by reference in the Information Statement based on information supplied by or on behalf of Parent, Company Parent or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated Sub for inclusion or incorporation by this Agreementreference therein. Parent agrees, as to itself and its Subsidiaries, agrees that none of the information supplied or to be supplied by it to Company in writing specifically or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and will, at the time it is filed with the SEC or at the time it is first mailed to holders of the Company Common StockStockholders, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Information Statement. (a) Parent As promptly as reasonably practicable after the date hereof, the Company shall take all steps within its control required under Section 228 of the DGCL and Regulation 14C promulgated under the Exchange Act to cause the approval and adoption of the Amendments to become effective under the DGCL. Without limiting the generality of the foregoing, the Investors and the Company shall cooperate and promptly prepare and the Company shall promptly file with the SEC no later as soon as practicable an information statement with respect to the Amendments (the “Information Statement”). The Company will cause the Information Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and Regulation 14C thereunder. The Company shall use its reasonable best efforts, and the Investors will cooperate with the Company, to have the Information Statement cleared by the SEC as promptly as practicable. The Company will provide the Investors with a copy of the preliminary Information Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with the Investors in connection therewith. The Company shall, as promptly as practicable, (i) notify the Investors of any comments (other than ten immaterial comments) received from the SEC with respect to the Information Statement and of any request by the SEC for amendments or supplements to the Information Statement or for additional information, (10ii) calendar days after provide the date Investors with copies of this Agreement all correspondence between the Company and the SEC with respect to the Information Statement and (iii) advise the Investors of any verbal or telephonic comments received from the SEC with respect to the Information Statement. The Information Statement Company shall contain (i) the notice of action by written consent required by Section 228(e) of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with mail the Information Statement or any other statement, filing, notice or application made by or on behalf to its stockholders as soon as practicable following the clearance of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC SEC. The Company agrees that the Information Statement and each amendment or supplement thereto at the time it is mailed to holders of Company Common Stock, contain any mailing thereof will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Parent further agrees ; provided, however, that if it becomes aware the foregoing shall not apply to the extent that any information furnished by it would cause any such untrue statement of the statements in the Information Statement to be false a material fact or misleading with respect to any material fact, or to omit omission to state any a material fact necessary was made by the Company in reliance upon and in conformity with written information concerning the Investors furnished to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct by the Investors specifically for use in the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by the Company without the approval of the Parent Investors (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned withheld or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Information Statement. (a) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement shall contain (i) As promptly as practicable after the notice execution and delivery of action by written consent this Agreement, the Company shall prepare the Information Statement together with any other documents required by Section 228(e) the Securities Laws or other applicable Laws in connection with the Amalgamation, and as promptly as practicable after the execution and delivery of this Agreement, the DGCL Company shall cause the Information Statement and other documentation required in connection with the Meeting to be sent to each Company Shareholder and filed as required by applicable Laws.
(ii) The Company shall consult with Itron and its counsel and allow each of them to fully participate in the notice preparation of availability of appraisal rights all documentation to be sent to the Company Shareholders, or to any other Person in obtaining any Company Regulatory Approvals and related disclosure any other consents and waivers required by Section 262 for consummation of the DGCL.
(b) Parent Amalgamation. All such documentation, including the Information Statement and Company the Amalgamation Resolution, shall be in form and substance reasonably satisfactory to Itron. Each party shall, upon requestin a timely and expeditious manner, furnish each subject to the Confidentiality Agreement, provide to the other with parties to this Agreement all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary requested by the other or advisable required by applicable Laws with respect to such party and its businesses and properties for inclusion in connection the Information Statement, or in any amendments or supplements to the Information Statement, which information shall comply in all material respects with all applicable legal requirements on the date of mailing of the Information Statement and shall not contain any material misrepresentation or material omission (as defined under applicable Securities Laws) and the parties supplying such information shall indemnify and save harmless the other parties and the directors and other officers of the other parties from and against any and all claims, suits, actions, causes of actions, liabilities, damages, costs, charges and expenses of every nature and kind whatsoever for which the other statementparties, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated directors or officers may become liable by this Agreement. Parent agreesvirtue of such information containing a misrepresentation, as to itself and its Subsidiaries, provided that none of the such information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference is included in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared form approved by the staff of supplying party, and this indemnity shall survive the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLAmalgamation Filings.
Appears in 1 contract
Information Statement. (a) Parent and As promptly as reasonably practicable after the execution of this Agreement, the Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement the Information Statement. The Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) an information statement to be mailed to stockholders of the DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in 45 connection with the transactions contemplated hereby (the "Information Statement or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection Statement"). Parent will cooperate with the Merger Company in the preparation of such Information Statement, including, without limitation, providing to the Company all information regarding Parent and its affiliates (including pro forma financial information regarding Parent and the other transactions contemplated by this Agreement. Parent agreesCompany, as to itself if necessary, and its Subsidiaries, that none information required under Rule 506 of Regulation D under the information supplied or to be supplied by it to Company in writing specifically Securities Act) necessary for inclusion or incorporation by reference in therein. The Company shall mail the Information Statement will when filed with to all stockholders of the SEC Company entitled to receive such notice under the Delaware Code. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the Stockholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. The Information Statement shall not, at the time it is mailed to holders stockholders of the Company Common Stockand at all times subsequent thereto (through and including 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 therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or information should be discovered by the Company or Parent further which should be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as applicable, shall promptly inform the Company or Parent, as applicable, of such occurrence and the parties shall cooperate in mailing to the Stockholders such amendment or supplement. The Information Statement shall include the recommendation of the Board of Directors of the Company in favor of this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders. Anything to the contrary contained herein notwithstanding, the Information Statement shall not include any information, the form and content of which information shall not have been approved by the Parent and the Company prior to such inclusion. Parent agrees that if it becomes aware that any none of the information furnished supplied or to be supplied by it would cause any of the statements for inclusion or incorporation by reference in the Information Statement or any amendment or supplement to be the foregoing will, at the time the Information Statement is first mailed to the stockholders of the Company and at all times subsequent thereto (through and including the Effective Time), contain any statement which, at such time and in such light of the circumstances under which it was made, is false or and misleading with respect to any material fact, or omits to omit state any material fact necessary in order to make the statements made in the Information Statement not false or misleading or omits to state any material fact necessary to make the statements therein not correct any statement made by Parent in such information supplied which has become false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Micromuse Inc)
Information Statement. On or before ninety (a90) Parent and Company shall cooperate and promptly prepare and Company shall promptly file with the SEC no later than ten (10) calendar days after the date of this Agreement Agreement, BLBX in cooperation with Evtec, shall prepare and file with the SEC a preliminary information statement relating to the Stockholder Consent executed in connection with the Exchange (the definitive form of such information statement, together with any amendments thereof or supplements thereto, the “Information Statement”). BLBX will, reasonably promptly following the receipt thereof, make available to Evtec any SEC correspondence related to the Information Statement. The Each of BLBX and Evtec shall use their commercially reasonable efforts to cause the definitive Information Statement shall contain (i) the notice of action by written consent required by Section 228(e) to be mailed to BLBX Stockholders as promptly as practicable after filing of the DGCL definitive Information Statement, and (ii) the notice of availability of appraisal rights shall take all or any action required under any applicable federal, state, securities and related disclosure required by Section 262 of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable Legal Requirements in connection with the Information Statement or any issuance of the Series B Shares in the Exchange. Each of BLBX and Evtec shall furnish all information concerning such Party, such Party’s Subsidiaries and such Party’s directors, executive officers and shareholders, as applicable, to the other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity parties as the other parties may reasonably request in connection with the Merger such actions and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none preparation of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference in Information Statement. BLBX covenants and agrees that the Information Statement (and the letter to stockholders included therewith) will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading. Parent further Evtec covenants and agrees that if it becomes aware that any the information furnished supplied by it would cause any of the statements Evtec to BLBX for inclusion in the Information Statement to be false will not contain any untrue statement of a material fact or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary in order to make such information, in light of the statements therein circumstances under which they were made, not false misleading. Notwithstanding the foregoing, BLBX makes no covenant, representation or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments warranty with respect to statements made in the Information Statement as promptly as reasonably practicable after receipt thereof (and the letter to have stockholders included therewith), if any, based on information provided by or on behalf of Evtec or any of its Representatives for inclusion therein. If BLBX or Evtec become aware of any event or information that, pursuant to the Information Statement cleared by Securities Act or the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No Exchange Act, should be disclosed in an amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (Statement, then such approval not to be unreasonably withheld, conditioned or delayed). Company party shall promptly provide notice to Parent of any correspondence or communications with or comments from inform the SEC other parties thereof and shall provide Parent cooperate with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (parties in filing such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from and, if appropriate, in mailing such amendment or supplement to the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCLBLBX Stockholders.
Appears in 1 contract
Samples: Securities Exchange Agreement (Blackboxstocks Inc.)
Information Statement. (a) Parent and As soon as practicable after the execution of this Agreement, the Company shall cooperate and promptly prepare and Company shall promptly file prepare, with the SEC no later than ten (10) calendar days after cooperation of Parent, an information statement for the date stockholders of the Company with respect to approval of the principal terms of this Agreement and the Merger (such information statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, the "Information Statement"). The Information Statement shall also constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger. Parent and the Company shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. The Company will promptly advise Parent and Parent will promptly advise the Company in writing if, at any time prior to the Effective Time, either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain (i) include the notice of action by written consent required by Section 228(e) declaration of the DGCL and (ii) the notice Board of availability of appraisal rights and related disclosure required by Section 262 Directors of the DGCL.
(b) Parent and Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with of the Information Statement or any other statement, filing, notice or application made by or on behalf advisability of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and its recommendation that the other transactions contemplated by this AgreementCompany stockholders approve the Merger. Parent agreesAnything to the contrary contained herein notwithstanding, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to Company in writing specifically for inclusion or incorporation by reference shall not include in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, contain any 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 not misleading. Parent further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Information Statement to be false or misleading with respect to any material factParent or its affiliates or associates, or the form and content of which information shall not have been approved by Parent prior to omit to state any material fact necessary to make the statements therein such inclusion, which consent shall not false or misleading, to promptly inform Company and to take appropriate steps to correct the Information Statement. Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(c) No amendment or supplement to the Information Statement will be made by Company without the approval of the Parent (such approval not to be unreasonably withheld, conditioned or delayed). Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the SEC and shall provide Parent with copies of all such written comments and written correspondence and a detailed written summary of any substantive oral communications with the SEC. Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).
(d) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider the reasonable comments of Parent. As promptly as reasonably practicable after the Information Statement has been cleared by the SEC or after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to review the Information Statement, Company shall promptly file with the SEC the Information Statement in definitive form as contemplated by Rule 14c–2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be, and mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the DGCL.
Appears in 1 contract
