Information Statements. Unless otherwise required by Law, Harbor and Spinco, as applicable, shall file the appropriate information and statements, as required by Treasury Regulations Sections 1.355-5(a) and 1.368-3, with the IRS, and shall retain the appropriate information relating to the Distribution and the Merger as described in Treasury Regulations Sections 1.355-5(d) and 1.368-3(d).
Information Statements. (a) Promptly after receipt of the Company Requisite Vote, the Company shall commence the preparation of an information statement and disclosure document and all other disclosure documents required under all applicable law (including Sections 228 and 262 of the DGCL) to be sent to its stockholders related to the Merger, this Agreement or any of the agreements contemplated hereby, together with a request for the waiver of dissenters’ rights (collectively, the “Information Statement”). The Information Statement will include a copy of the resolutions of the Special Committee and the Board approving the Merger and the transactions contemplated by this Agreement. The Company shall mail or otherwise deliver the Information Statement to its stockholders as soon as reasonably practicable (but in no event later than five (5) Business Days after receipt of the Company Requisite Vote). Any such Information Statement or other disclosure document or any other document delivered to the Stockholders in connection with this Agreement or the transactions contemplated hereby shall be delivered to Parent and Merger Sub for their review prior to distribution to the Stockholders or Option holders and shall be in a form and substance reasonably satisfactory to Parent and Merger Sub.
(b) The Company shall prepare an information statement to be sent to its Option holders related to the Merger, this Agreement or any of the agreements contemplated hereby, together with a request that each such Option holder execute an Option Cancellation Agreement (the “Optionholder Information Statement”). Any such Optionholder Information Statement or other disclosure document and or any other document delivered to the Option holders of the Company in connection with this Agreement or the transactions contemplated hereby shall be delivered to Parent and Merger Sub for their review prior to distribution to the Stockholders or Option holders and shall be in a form and substance reasonably satisfactory to Parent and Merger Sub.
(c) Parent and Merger Sub will use commercially reasonable efforts to cooperate with the Company in the preparation of the Information Statement and the Optionholder Information Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Information Statement or the Optionholder Information Statement which shall have become false or misleading.
(d) The Company covenants that the Information Statement and the Optionholder...
Information Statements. (a) The Company shall give Purchaser and its counsel the opportunity to review the information statements to be disseminated to stockholders of the Company in connection with the Distributions (the "Information Statements") prior to its being filed with the SEC and shall give Purchaser and its counsel the opportunity to review all amendments and supplements to the Information Statements and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company shall notify Purchaser 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 Statements or for additional information and shall supply Purchaser and its counsel with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statements. If at any time prior to completion of the Distributions there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplement. B-25
(b) The Information Statements will not, on the date filed with the SEC and as of the date first disseminated to the Company'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, in light of the circumstances under which they are made, not misleading except that no representation is made by the Company with respect to statements made therein based on information concerning Purchaser or its Affiliates supplied in writing by Purchaser or any of its Affiliates specifically for inclusion in the Information Statements. The Information Statements will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. SECTION
Information Statements. Twenty calendar days ---------------------- shall have elapsed from the mailing of the Information Statement to HSNi stockholders, and, if required under the Exchange Act, 10 calendar days shall have elapsed from the mailing of the Company Information Statement to the Company's stockholders.
Information Statements. None of the information supplied or to be supplied by the Company or its Subsidiaries for inclusion or incorporation by reference in (i) the Optionholder Information Statement sent to the Option holders of the Company with respect to the Option Cancellation Agreements, or (ii) the Information Statement to be sent to the shareholders of the Company after the Company Requisite Vote is obtained by written consent will, at the date it is first mailed to the 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, in the light of the circumstances under which they are made, not misleading; provided that financial information regarding Parent, Merger Sub or Surviving Corporation which is supplied by Parent or the Merger Sub shall not be deemed to be information supplied by the Company or its Subsidiaries.
Information Statements. None of the information expressly supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Information Statement or the Optionholder Information Statement will, at the date it is first mailed to the 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, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Information Statement or the Optionholder Information Statement.
Information Statements. As soon as applicable after the date hereof, the surviving Company shall have filed the definitive Information Statement with the SEC, and the Company shall have mailed the definitive Information Statement to each of the Company's stockholders, and the Company shall have otherwise complied with all of the provisions under Rule 14c under the Exchange Act.
Information Statements. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion in (a) the information statement and consent solicitation statement in connection with the Merger and (b) the information statement provided pursuant to Section 280G of the Code as it relates to payments by the Company (together, the “Information Statements”) contain or, to the extent supplied after the date hereof, will, at the time they are first published, sent or given to the Stockholders, 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 are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the Information Statements or any other similar document provided to Holders in connection with the transactions contemplated hereby based on information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion in the Information Statements.
Information Statements. (a) In the event that any action taken by any Reuters Entity or Entities pursuant to a written consent of stockholders is subject to the requirements of Regulation 14C, Instinet shall, (i) as promptly as practicable, take all actions required in order to comply with Regulation 14C, including without limitation preparing an information statement on Schedule 14C or any successor form (which information statement, and any amendments or supplements thereto, shall be subject to the review and consent, not to be unreasonably withheld, of the applicable Reuters Entities) and complying with all filing and mailing requirements with respect to such information statement and (ii) execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable to make such action effective as soon as practicable. Without limiting the foregoing, if an information statement is required to be filed with the SEC pursuant to any such action by any Reuters Entity, Instinet shall use its reasonable best efforts to file such information statement as promptly as practicable after the date on which the applicable Reuters Entity or Entities provides notice to Instinet of such action. Instinet and Reuters shall cooperate with each other in connection with the preparation of any such information statement, and Reuters shall furnish all information concerning it and any other applicable Reuters Entities as Instinet may reasonably request in connection therewith.
Information Statements. At least twenty (20) days prior to Closing, the Company shall have filed the definitive Information Statement with the SEC, and the Company shall have mailed the definitive Information Statement to each of the Company's stockholders, and the Company shall have otherwise complied with all of the provisions under Rule 14c under the Exchange Act.
