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.
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
Joint Proxy Statement/Prospectus and Registration Statement. (a) As soon promptly as practicable following after the date execution of this Agreement, Iron Larscom and Steel Verilink shall jointly prepare and file with the SEC a joint proxy statement/prospectus (together with any amendments thereof or supplements thereto, the "Joint Proxy Statement/Prospectus") to be sent to the stockholders of Larscom and Verilink in connection with the Larscom Meeting and Verilink Meeting, respectively, and Verilink shall prepare and file with the SEC the Joint Proxy Statement/Prospectus, and Steel shall prepare and file with the SEC the Registration Statement a registration statement on Form S-4 in which the Joint Proxy Statement/Prospectus will be included as Steel's a prospectus, to register under the Securities Act the issuance of shares of Verilink Common Stock in connection with the Merger (together with all amendments thereto, the "Registration Statement"). Each of Iron Verilink and Steel Larscom shall provide promptly to the other party 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 Joint Proxy Statement/ Prospectus and the Registration Statement, or in any supplements or amendments thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Larscom and Verilink shall respond to any comments of the SEC and shall use its best respective commercially reasonable efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of Steel filings and Iron Larscom and Verilink shall use its best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders as promptly as at the earliest practicable time after both the Joint Proxy Statement/Prospectus is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Steel also ; provided, however, that the parties shall take any action required to be taken under any applicable state securities laws consult and cooperate with each other in connection with determining 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 appropriate time for mailing the Joint Proxy Statement/ Statement/Prospectus (including, without limitation, any periodic report to be filed under Section 13 in light of the Exchange Act incorporated therein by reference) will be made by either Steel or Iron without date sets for the Larscom Meeting and the Verilink Meeting. Each of Larscom and Verilink shall notify the other party's prior consent (which shall not be unreasonably withheld, delayed promptly upon the receipt of any comments from the SEC 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 its staff or any supplement or amendment has been filed, the issuance other government officials and 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 or its staff or any other government officials for amendment of amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(c) 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 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Iron shall advise SteelStatement, promptly after it receives notice thereof, of any request by the SEC for amendment of the Joint Proxy Statement/Prospectus Prospectus, the Merger or comments thereon any filing pursuant to Section 6.2(c). Each of Larscom and responses thereto or requests by Verilink shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC for additional informationor other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. If at Whenever any time prior event occurs which is required 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 the Registration Statement or any filing pursuant to Section 6.2(b), Larscom or Verilink, as the case may be, shall promptly inform the other of such documents would occurrence and cooperate in filing with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to stockholders of Larscom and Verilink, such amendment or supplement.
(b) Each of Verilink and Larscom agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, 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 include misleading, (ii) the Joint Proxy Statement/Prospectus will, at the time of first mailing to the Verilink stockholders or Larscom stockholders or at the time of the Verilink Meeting or Larscom Meeting, contain any misstatement untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or (iii) any filing pursuant to Rule 165 and 425 under the party which discovers such information shall promptly notify Securities Act or Rule 14a-12 under the other parties hereto andExchange Act (each a "Regulation M-A Filing"), to when taken together with the extent required by lawJoint Proxy Statement/Prospectus, an appropriate amendment or supplement describing such information shall be promptly filed will, at the time of filing with the SEC or, if applicable, at the time first mailed or otherwise communicated to Verilink or Larscom stockholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Verilink with respect to statements made or incorporated by reference therein about Larscom or supplied by Larscom for inclusion or incorporation by reference in the Registration Statement, Joint Prospectus/Proxy Statement or Regulation M-A Filing and disseminated no representation or warranty is made by Larscom with respect to statements made or incorporated by reference therein about Verilink that are supplied by the stockholders of Iron and SteelVerilink for inclusion or incorporation by reference in the Registration Statement, the Joint Proxy Statement/ Prospectus or any Regulation M-A Filing.
(bc) Iron shall, as Larscom and Verilink shall promptly as practicable after make all necessary filings with respect to the Registration Statement is declared effective Merger under the Securities Act, duly callthe Exchange Act, 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 sentenceapplicable Blue Sky Laws, the Iron Board applicable laws of Directors shall make the Iron Directors' Recommendation, the Iron Directors' Recommendation shall be included in the Joint Proxy Statement/Prospectus any other jurisdiction 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, rules and regulations thereunder; provided, however, thatthat neither Verilink, unless this Agreement has been terminated in accordance with Larscom nor 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 Surviving 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 required (i) to qualify to do business as a foreign corporation in the Joint Proxy Statement/Prospectus and the Steel Board any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of Directors shall take all lawful action to solicit Steel Stockholder Approvalprocess in any jurisdiction.
(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.
Appears in 1 contract
Samples: Merger Agreement (Verilink Corp)
Joint Proxy Statement/Prospectus and Registration Statement. (a) As soon promptly as practicable following after the date execution of this Agreement, Iron VINA and Steel Larscom shall jointly prepare and file with the SEC a joint proxy statement/prospectus (together with any amendments thereof or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") to be sent to the stockholders of VINA and Larscom in connection with the VINA Meeting and Larscom Meeting, respectively, and Larscom shall prepare and file with the SEC the Joint Proxy Statement/Prospectus, and Steel shall prepare and file with the SEC the Registration Statement a registration statement on Form S-4 in which the Joint Proxy Statement/Prospectus will be included as Steel's a prospectus, to register under the Securities Act the issuance of shares of Larscom Common Stock in connection with the Merger (together with all amendments thereto, the "REGISTRATION STATEMENT"). Each of Iron Larscom and Steel VINA shall provide promptly to the other party 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 Joint Proxy Statement/Prospectus and the Registration Statement, or in any supplements or amendments thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of VINA and Larscom shall respond to any comments of the SEC and shall use its best respective commercially reasonable efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of Steel filings and Iron VINA and Larscom shall use its best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders as promptly as at the earliest practicable time after both the Joint Proxy Statement/Prospectus is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Steel also ; provided, however, that the parties shall take any action required to be taken under any applicable state securities laws consult and cooperate with each other in connection with determining 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 appropriate time for mailing the Joint Proxy Statement/ Statement/Prospectus (including, without limitation, any periodic report to be filed under Section 13 in light of the Exchange Act incorporated therein by reference) will be made by either Steel or Iron without date sets for the VINA Meeting and the Larscom Meeting. Each of VINA and Larscom shall notify the other party's prior consent (which shall not be unreasonably withheld, delayed promptly upon the receipt of any comments from the SEC 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 its staff or any supplement or amendment has been filed, the issuance other government officials and 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 or its staff or any other government officials for amendment of amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(c) 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 Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Iron shall advise SteelStatement, promptly after it receives notice thereof, of any request by the SEC for amendment of the Joint Proxy Statement/Prospectus Prospectus, the Merger or comments thereon any filing pursuant to Section 6.2(c). Each of VINA and responses thereto or requests by Larscom shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC for additional informationor other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. If at Whenever any time prior event occurs which is required 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 the Registration Statement or any filing pursuant to Section 6.2(b), VINA or Larscom, as the case may be, shall promptly inform the other of such documents would occurrence and cooperate in filing with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to stockholders of VINA and Larscom, such amendment or supplement.
(b) Each of Larscom and VINA agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, 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 include misleading, (ii) the Joint Proxy Statement/Prospectus will, at the time of first mailing to the Larscom stockholders or VINA stockholders or at the time of the Larscom Meeting or VINA Meeting, contain any misstatement untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or (iii) any filing pursuant to Rule 165 and 425 under the party which discovers such information shall promptly notify Securities Act or Rule 14a-12 under the other parties hereto andExchange Act (each a "REGULATION M-A FILING"), to when taken together with the extent required by lawJoint Proxy Statement/Prospectus, an appropriate amendment or supplement describing such information shall be promptly filed will, at the time of filing with the SEC and disseminated or, if applicable, at the time first mailed or otherwise communicated to Larscom or VINA stockholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the stockholders statements therein, in the light of Iron and Steel.
(b) Iron shallthe circumstances under which they are made, as promptly as practicable after not misleading. Notwithstanding the foregoing, no representation or warranty is made by Larscom with respect to statements made or incorporated by reference therein about VINA or supplied by VINA for inclusion or incorporation by reference in the Registration Statement, Joint Prospectus/Proxy Statement or Regulation M-A Filing and no representation or warranty is declared effective under made by VINA with respect to statements made or incorporated by reference therein about Larscom that are supplied by the Securities ActLarscom for inclusion or incorporation by reference in the Registration Statement, 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 Meetingany Regulation M-A Filing.
(c) Steel shall, as VINA and Larscom shall promptly as practicable after make all necessary filings with respect to the Registration Statement is declared effective Merger under the Securities Act, duly callthe Exchange Act, 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' Recommendationapplicable Blue Sky Laws, the Steel Directors' Recommendation applicable laws of any other jurisdiction and the rules and regulations thereunder; provided, however, that neither Larscom, VINA nor the Surviving Corporation shall be included required (i) to qualify to do business as a foreign corporation in the Joint Proxy Statement/Prospectus and the Steel Board any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of Directors shall take all lawful action to solicit Steel Stockholder Approvalprocess in any jurisdiction.
(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.
Appears in 1 contract
