Joint Proxy Statement/Prospectus and Registration Statement. (a) As soon as practicable following the date of this Agreement, Iron and Steel shall prepare and file with the SEC the Joint Proxy Statement/Prospectus, and Steel shall prepare and file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus will be included as Steel's prospectus. Each of Iron and Steel shall use its best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of Steel and Iron shall use its best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Steel also shall take any action required to be taken under any applicable state securities laws in connection with the issuance of Steel Common Stock in the Merger, and Iron shall furnish all information concerning Iron and the holders of Iron Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement or the Joint Proxy Statement/ Prospectus (including, without limitation, any periodic report to be filed under Section 13 of the Exchange Act incorporated therein by reference) will be made by either Steel or Iron without the other party's prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party the opportunity to review and comment thereon. Steel shall advise Iron, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Steel Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Iron shall advise Steel, promptly after it receives notice thereof, of any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Iron or Steel, or any of their respective Affiliates, officers or directors, should be discovered by Iron or Steel which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Iron and Steel. (b) Iron shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "IRON STOCKHOLDERS MEETING") in accordance with New York Law and its certificate of incorporation and bylaws for the purpose of voting upon approval and adoption of this Agreement. Subject to the next sentence, the Iron Board of Directors shall make the Iron Directors' Recommendation, the Iron Directors' Recommendation shall be included in the Joint Proxy Statement/Prospectus and the Iron Board of Directors shall take all lawful action to solicit Iron Stockholder Approval. In the event that subsequent to the date of this Agreement the Iron Board of Directors determines to withdraw, modify or qualify the Iron Directors' Recommendation in a manner adverse to Parent, the Iron Board of Directors may do so, provided, however, that, unless this Agreement has been terminated in accordance with the provisions of Article IX, Iron shall nevertheless submit this Agreement to its stockholders for approval and adoption at the Iron Stockholders Meeting. (c) Steel shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "STEEL STOCKHOLDERS MEETING") in accordance with the Delaware General Corporation Law and its certificate of incorporation and bylaws for the purpose of voting upon approval of the issuance of Steel Common Stock in the Merger pursuant to this Agreement. The Steel Board of Directors shall make the Steel Directors' Recommendation, the Steel Directors' Recommendation shall be included in the Joint Proxy Statement/Prospectus and the Steel Board of Directors shall take all lawful action to solicit Steel Stockholder Approval. (d) Unless otherwise mutually agreed upon by the parties, the respective record dates and meeting dates for the Iron Stockholder Meeting and for the Steel Stockholder Meeting shall be the same.
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Joint Proxy Statement/Prospectus and Registration Statement. (a) As soon as practicable following the date of this Agreement, Iron and Steel shall prepare and file with the SEC the Joint Proxy Statement/Prospectus, and Steel shall prepare and file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus will be included as Steel's ’s prospectus. Each of Iron and Steel shall use its best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of Steel and Iron shall use its best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Steel also shall take any action required to be taken under any applicable state securities laws in connection with the issuance of Steel Common Stock in the Merger, and Iron shall furnish all information concerning Iron and the holders of Iron Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement or the Joint Proxy Statement/ Prospectus (including, without limitation, any periodic report to be filed under Section 13 of the Exchange Act incorporated therein by reference) will be made by either Steel or Iron without the other party's ’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party the opportunity to review and comment thereon. Steel shall advise Iron, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Steel Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Iron shall advise Steel, promptly after it receives notice thereof, of any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Iron or Steel, or any of their respective Affiliates, officers or directors, should be discovered by Iron or Steel which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Iron and Steel.
(b) Iron shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "IRON STOCKHOLDERS MEETING"“Iron Stockholders Meeting”) in accordance with New York Law and its certificate of incorporation and bylaws for the purpose of voting upon approval and adoption of this Agreement. Subject to the next sentence, the Iron Board of Directors shall make the Iron Directors' ’ Recommendation, the Iron Directors' ’ Recommendation shall be included in the Joint Proxy Statement/Prospectus and the Iron Board of Directors shall take all lawful action to solicit Iron Stockholder Approval. In the event that subsequent to the date of this Agreement the Iron Board of Directors determines to withdraw, modify or qualify the Iron Directors' ’ Recommendation in a manner adverse to Parent, the Iron Board of Directors may do so, provided, however, that, unless this Agreement has been terminated in accordance with the provisions of Article IX, Iron shall nevertheless submit this Agreement to its stockholders for approval and adoption at the Iron Stockholders Meeting.
(c) Steel shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "STEEL STOCKHOLDERS MEETING"“Steel Stockholders Meeting”) in accordance with the Delaware General Corporation Law and its certificate of incorporation and bylaws for the purpose of voting upon approval of the issuance of Steel Common Stock in the Merger pursuant to this Agreement. The Steel Board of Directors shall make the Steel Directors' ’ Recommendation, the Steel Directors' ’ Recommendation shall be included in the Joint Proxy Statement/Prospectus and the Steel Board of Directors shall take all lawful action to solicit Steel Stockholder Approval.
(d) Unless otherwise mutually agreed upon by the parties, the respective record dates and meeting dates for the Iron Stockholder Meeting and for the Steel Stockholder Meeting shall be the same.
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Joint Proxy Statement/Prospectus and Registration Statement. (a) As soon as practicable following the date of this Agreement, Iron Point and Steel DARA shall prepare and file with the SEC the Joint Proxy Statement/Prospectus, and Steel Point shall prepare and file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus will be included as Steel's Point’s prospectus. Each of Iron Point and Steel DARA shall use its best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of Steel DARA and Iron Point shall use its best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Steel Point also shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Steel Point Common Stock in the Merger, and Iron Point shall furnish all information concerning Iron Point and the holders of Iron Point Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement or the Joint Proxy Statement/ Prospectus (including, without limitation, any periodic report to be filed under Section 13 of the Exchange Act which will be incorporated therein by reference) will be made by either Steel DARA or Iron Point without the other party's ’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party the opportunity to review and comment thereon. Steel Point shall advise IronDARA, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Steel Point Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Iron Point shall advise SteelDARA, promptly after it receives notice thereof, of any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Iron Point or SteelDARA, or any of their respective Affiliates, officers or directors, should be discovered by Iron Point or Steel DARA which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Iron Point and SteelDARA.
(b) Iron Point shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "IRON STOCKHOLDERS MEETING"“Point Stockholders Meeting”) in accordance with New York Delaware Law and its certificate of incorporation and bylaws for the purpose of voting upon approval obtaining the Point Stockholder Approval and adoption shall, through its Board of Directors, recommend to its stockholders the Reverse Stock Split, the Name Change and the issuance of the Point Common Stock in the Merger pursuant to this Agreement. Subject to Unless the next sentence, the Iron Board of Directors shall make the Iron Directors' Recommendation, the Iron Directors' Recommendation shall be included in the Joint Proxy Statement/Prospectus and the Iron Board of Directors shall take all lawful action to solicit Iron Stockholder Approval. In the event that subsequent to the date Point has withdrawn its recommendation of this Agreement in compliance herewith, Point shall use reasonable efforts to solicit from stockholders of Point proxies in favor of the Iron Board issuance of Directors determines the Point Common Stock in the Merger pursuant to withdraw, modify or qualify the Iron Directors' Recommendation in a manner adverse to Parentthis Agreement, the Iron Board Reverse Stock Split and the Name Change and to secure the vote or consent of Directors may do sostockholders required by Delaware Law and its certificate of incorporation and bylaws to approve the issuance of the Point Common Stock in the Merger pursuant to this Agreement, provided, however, that, unless this Agreement has been terminated in accordance with the provisions of Article IX, Iron shall nevertheless submit this Agreement to its stockholders for approval Reverse Stock Split and adoption at the Iron Stockholders MeetingName Change.
(c) Steel DARA shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) duly call, give notice of, convene and hold a meeting of its stockholders (the "STEEL STOCKHOLDERS MEETING"“DARA Stockholders Meeting”) in accordance with the Delaware General Corporation Law and its certificate of incorporation and bylaws for the purpose of voting upon obtaining the DARA Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders, and use reasonable efforts to solicit from its stockholders proxies in favor of, the adoption and approval of this Agreement, the issuance Merger and the other transactions contemplated hereby, and (ii) seek the necessary consent of Steel the holders of DARA Series A Preferred Stock and DARA Series B Preferred Stock to the conversion of the DARA Series A Preferred Stock and the DARA Series B Preferred Stock to DARA Common Stock in immediately prior to the Merger pursuant to this Agreement. The Steel Board of Directors shall make the Steel Directors' Recommendation, the Steel Directors' Recommendation shall be included in the Joint Proxy Statement/Prospectus and the Steel Board of Directors shall take all lawful action to solicit Steel Stockholder ApprovalEffective Time.
(d) Unless otherwise mutually agreed upon by the parties, the respective record dates and meeting dates for the Iron Point Stockholder Meeting and for the Steel DARA Stockholder Meeting shall be the same.
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