Joint Proxy Statement and the Registration Statement Sample Clauses
The "Joint Proxy Statement and the Registration Statement" clause defines the requirements and procedures for preparing, filing, and distributing a joint proxy statement and registration statement in connection with a merger or similar transaction. Typically, this clause outlines the responsibilities of each party in drafting and reviewing the documents, ensuring that all necessary disclosures are included, and coordinating with regulatory authorities such as the SEC. Its core practical function is to ensure that shareholders and regulators receive accurate, comprehensive information about the transaction, thereby facilitating informed decision-making and compliance with legal requirements.
Joint Proxy Statement and the Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement but in no event later than August 31, 1999, U S WEST and Global shall cause Parent to, and Parent shall, prepare and file with the SEC the Registration Statement, provided that such Registration Statement shall in no event be filed prior to the mailing of the joint proxy statement in connection with the Frontier Merger, and they shall use all reasonable efforts to have the Registration Statement declared effective by the SEC under the Securities Act, and the Parties shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to the holders of record of shares of U S WEST Common Stock and Global Common Stock, the Joint Proxy Statement; provided, however, that Global and U S WEST shall not mail or otherwise furnish the Joint Proxy Statement to their respective stockholders unless and until:
(i) they have received notice from the SEC that the Registration Statement is effective under the Securities Act;
(ii) Global shall have received a letter of its independent accountants, dated a date within two (2) business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to Global, in form and substance reasonably satisfactory to Global and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of U S ▇▇▇ included in the Joint Proxy Statement and the Registration Statement; and
(iii) U S WEST shall have received a letter of its independent accountants, dated a date within two (2) business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to U S WEST, in form and substance reasonably satisfactory to U S WEST and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of Global included in the Joint Proxy Statement and the Registration Statement.
(b) The Parties will cooperate in the preparation of the Joint Proxy Statement and the Registration Statement and in having the Registration Statement declared effective as soon as practicable.
Joint Proxy Statement and the Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement, the Parties shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to the holders of record of shares of Transmedia Europe Common Stock and Transmedia Asia Common Stock, the Joint Proxy Statement; provided, however, that Transmedia Asia and Transmedia Europe shall not mail or otherwise furnish the Joint Proxy Statement to their respective stockholders unless and until:
Joint Proxy Statement and the Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement, the Parties shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to the holders of record of shares of ▇▇▇▇ Atlantic Common Stock and GTE Common Stock, the Joint Proxy Statement, provided, however, that GTE and ▇▇▇▇ Atlantic shall not mail or otherwise furnish the Joint Proxy Statement to their respective stockholders unless and until:
(i) they have received notice from the SEC that the Registration Statement is effective under the 1933 Act;
(ii) GTE shall have received a letter of PricewaterhouseCoopers L.L.P., dated a date within two business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to GTE, in form and substance reasonably satisfactory to GTE and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of ▇▇▇▇ Atlantic included in the Joint Proxy Statement and the Registration Statement; and
(iii) ▇▇▇▇ Atlantic shall have received a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated a date within two business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to ▇▇▇▇ Atlantic, in form and substance reasonably satisfactory to ▇▇▇▇ Atlantic and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of GTE included in the Joint Proxy Statement and the Registration Statement.
(b) The Parties will cooperate in the preparation of the Joint Proxy Statement and the Registration Statement and in having the Registration Statement declared effective as soon as practicable.
Joint Proxy Statement and the Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement, the Parties shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to the holders of record of shares of ARRIS Common Stock and C-COR Common Stock, the Joint Proxy Statement, provided, however, that C-COR and ARRIS shall not mail or otherwise furnish the Joint Proxy Statement to their respective stockholders unless and until they have received notice from the SEC that the Registration Statement is effective under the 1▇▇▇ ▇▇▇.
(b) The Parties will cooperate in the preparation of the Joint Proxy Statement and the Registration Statement and in having the Registration Statement declared effective as soon as practicable.